• Corporate Governance •

l CORPORATE GOVERNANCE l

The Malaysian Code on Corporate Governance (“the Code”) (ii) Board Balance introduced in March 2000, was incorporated into the Listing Requirements of the Kuala Lumpur Stock Exchange in June The Board has nine members, six executive Directors and 2001. three non-executive Directors. All of the three non-executive Directors are independent non-executive It is the policy of the Company to manage the affairs of the Directors. The Directors have wide ranging experience Group in accordance with the appropriate standards for good and all have occupied or currently occupy senior positions corporate governance. Set out below is a statement on how in the public and/or private sectors. The independent the Company has applied the principles and complied with the non-executive Directors provide a strong independent best practices set out in Parts 1 and 2 of the Code. element on the Board with Tan Sri (Dr.) Gunn Chit Tuan as the senior independent non-executive Director to whom concerns may be conveyed. The independent non- A. DIRECTORS executive Directors also participate in the Audit, Remuneration and Nomination Committees as members (i) The Board of these Committees.

The Board has overall responsibility for the proper conduct A brief profile of each of the Directors is presented on of the Company’s business. The Board meets on a pages 6 to 7 of this Annual Report. quarterly basis and additionally as required. The Board has a formal schedule of matters specifically reserved for its decision, including overall strategic direction, annual (iii) Supply of Information operating plan, capital expenditure plan, acquisitions and disposals, major capital projects and the monitoring of the Notice of meetings, setting out the agenda and Group’s operating and financial performance. accompanied by the relevant Board papers are given to the Directors in sufficient time to enable the Directors to Formal Board Committees established by the Board in peruse, obtain additional information and/or seek further accordance with the Code namely the Audit Committee, clarification on the matters to be deliberated. Nomination Committee and Remuneration Committee assist the Board in the discharge of its duties. As a Group practice, any Director who wishes to seek independent professional advice in the furtherance of his During the year under review, four meetings of the Board duties may do so at the Group’s expense. Directors have were held and all Directors have complied with the access to all information and records of the Company and requirements in respect of board meeting attendance as also the advice and services of the Group Company provided in the Articles of Association. Secretary.

The details of Directors’ attendances are set out below: (iv) Appointments to the Board Number of Meetings Name of Directors Attended The Nomination Committee comprising entirely of independent non-executive Directors is responsible for Tan Sri Lim Goh Tong 4 identifying and recommending to the Board suitable Tun Mohammed Hanif bin Omar 4 nominees for appointment to the Board and Board Tan Sri Lim Kok Thay 3 Committees. Mr Quah Chek Tin 4 Dato’ Paduka Nik Hashim bin 4 On appointment, Directors are provided with information Nik Yusoff about the Group and are encouraged to visit the sites of Tan Sri Mohd Amin bin Osman 4 the Group’s operating units and meet with key senior Tan Sri (Dr.) Gunn Chit Tuan 4 executives. Tan Sri Dr. Lin See Yan 4 Dr. R. Thillainathan - (appointed on 15 January 2003)

GENTING BERHAD ANNUAL REPORT 2002 23 All the Directors have attended the Mandatory Four meetings of the Remuneration Committee were held Accreditation Programme conducted by the Research during the financial year ended 31 December 2002. Institute of Investment Analysis. The Directors are also encouraged to attend courses whether in-house or Details of the Directors’ remuneration are set out in the external to help them in the discharge of their duties. Audited Financial Statements on page 52 of this Annual Report. In the interest of security, additional information A meeting of the Nomination Committee was held during have not been provided other than the details stipulated the financial year ended 31 December 2002. in the Listing Requirements of the Kuala Lumpur Stock Exchange.

(v) Re-election C. SHAREHOLDERS The Articles of Association of the Company provide that at least one-third of the Directors are subject to retirement The Group acknowledges the importance of timely and by rotation at each Annual General Meeting and that all equal dissemination of material information to the Directors shall retire once in every three years. A retiring shareholders, investors and public at large. The Director is eligible for re-election. The Articles of Company’s Annual General Meeting remains the principal Association also provide that a Director who is appointed forum for dialogue with shareholders. Shareholders are by the Board in the course of the year shall be subject to encouraged to participate in the proceedings and ask re-election at the next Annual General Meeting to be held questions about the resolutions being proposed and the following his appointment. operations of the Group.

Directors over seventy years of age are required to submit The Group maintains a website at www.genting.com.my themselves for re-appointment annually in accordance which provides information relating to annual reports, with Section 129(6) of the Companies Act, 1965. press releases, quarterly results, announcements and corporate developments.

B. DIRECTORS’ REMUNERATION The Group also participates in investor forums held locally and abroad and also organises briefings and meetings The Remuneration Committee comprising three with analysts and fund managers to give them a better independent non-executive Directors and one executive understanding of the businesses of the Group. Director is responsible for making recommendations to the Board on the remuneration packages of executive Directors and members of Board Committees. In making D. ACCOUNTABILITY AND AUDIT recommendations to the Board, information provided by independent consultants and appropriate survey data are (i) Financial Reporting taken into consideration. The Board as a whole, determines the level of fees of non-executive Directors The Board aims to ensure that the quarterly reports, annual and executive Directors. Directors’ fees are approved at financial statements as well as the annual review of the Annual General Meeting by the shareholders. Directors operations in the annual report are presented in a manner do not participate in decisions regarding their own which provides a balanced and understandable remuneration packages. assessment of the Company’s performance and prospect.

24 ANNUAL REPORT 2002 GENTING BERHAD The Directors are also required by the Companies Act, (iii) Relationship with Auditors 1965 to prepare financial statements for each financial year which have been made out in accordance with The Company through the Audit Committee, has an approved accounting standards and give a true and fair appropriate and transparent relationship with the external view of the state of affairs of the Group and Company at auditors. In the course of audit of the Group’s operations, the end of the financial year and of the results and cash the external auditors have highlighted to the Audit flows of the Group and Company for the financial year. Committee and the Board, matters that require the Board’s attention. All Audit Committee meetings are attended by A statement by the Board of its responsibilities for the external auditors for purposes of presenting their audit preparing the financial statements is set out on page 76 plan and report and for presenting their comments on the of this Annual Report. audited financial statements.

(ii) Internal Control E. OTHER INFORMATION

The Board is responsible for the Group’s system of internal Material Contracts control and risk management and for reviewing its adequacy and integrity. While acknowledging their Material Contracts of the Company and its subsidiaries responsibility for the system of internal control, the involving Directors and substantial shareholders either Directors are aware that such a system is designed to subsisting at the end of the financial year or entered into manage rather than eliminate risks and therefore cannot since the end of the previous financial year are disclosed provide an absolute assurance against material in Note 34 to the financial statements under “Significant misstatement or loss. Related Party Transactions and Balances” on pages 68 to 69 of this Annual Report. To assist the Board in maintaining a sound system of internal control for the purposes of safeguarding shareholders’ investment and the Group’s assets, the Group has in place, an adequately resourced internal audit department. The activities of this department which reports regularly to the Audit Committee provide the Board with much of the assurance it requires regarding the adequacy and integrity of the system of internal control. As proper risk management is a significant component of a sound system of internal control, the Group has also put in place a risk management process to help the Board in identifying, evaluating and managing risks.

GENTING BERHAD ANNUAL REPORT 2002 25 l AUDIT COMMITTEE REPORT l

MEMBERSHIP vii) reviewed the proposed audit fees for the external auditors in respect of their audit of the Group and the Company for The present members of the Audit Committee (“Committee”) the financial years ended 31 December 2001 and 2002; comprise: viii) considered the reappointment of the external auditors for Tan Sri (Dr.) Gunn Chit Tuan Chairman/Independent recommendation to the shareholders for their approval; Non-Executive Director Dato’ Paduka Nik Hashim bin Nik Member/Independent ix) reviewed the Financial Statements of the Group and of Yusoff Non-Executive Director the Company for the financial year ended 31 December Tan Sri Lim Kok Thay Member/Executive 2001; and Director Tan Sri Dr. Lin See Yan Member/Independent x) reviewed the reports submitted by the risk management Non-Executive Director taskforce. Mr Quah Chek Tin Member/ Executive Director INTERNAL AUDIT FUNCTION AND RISK MANAGEMENT PROCESS The Committee was established on 26 July 1994 to serve as a Committee of the Board. The Terms of Reference of the The Group has an adequately resourced internal audit Committee are set out below. department to assist the Board in maintaining a sound system of internal control. The internal audit department reports to ATTENDANCE AT MEETINGS the Committee and is independent of the activities they audit. The primary role of the department is to undertake regular During the year the Committee held a total of five (5) meetings. and systematic review of the systems of internal control so as Details of attendance of the Committee members are as to provide sufficient assurance that the Group has sound follows: systems of internal control and that established policies and procedures are adhered to and continue to be effective and Number of Meetings satisfactory. Name of Member Attended As proper risk management is a significant component of a Tan Sri (Dr.) Gunn Chit Tuan 5 sound system of internal control, the Group has also put in Dato’ Paduka Nik Hashim bin 3 place a risk management process to help the Board in Nik Yusoff identifying, evaluating and managing risks. Tan Sri Lim Kok Thay 2 Tan Sri Dr. Lin See Yan 4 TERMS OF REFERENCE Mr Quah Chek Tin 5 The Committee is governed by the following terms of reference: SUMMARY OF ACTIVITIES 1. Composition The Committee carried out its duties in accordance with its Terms of Reference. (i) The Committee shall be appointed by the Board from amongst the Directors excluding Alternate Directors; The main activities carried out by the Committee were as shall consists of not less than three members, a follows: majority of whom are independent non-executive Directors; and at least one member of the audit i) considered and approved the internal audit plan for the committee: Company and the Group and authorised resources to address risk areas that have been identified; (a) must be a member of the Malaysian Institute of Accountants; or ii) reviewed the internal audit reports for the Company and (b) if he is not a member of the Malaysian Institute the Group; of Accountants, he must have at least 3 years’ working experience and: iii) reviewed the external audit plan for the Company and the Group with the external auditors; (aa) he must have passed the examinations specified in Part I of the 1st Schedule of iv) reviewed the external audit reports for the Company and the Accountants Act 1967; or the Group with the external auditors; (bb) he must be a member of one of the v) reviewed the quarterly and annual reports of the Company associations of accountants specified in and the Group, focusing particularly on: Part II of the 1st Schedule of the Accountants Act 1967. (a) changes in or implementation of major accounting policy changes; The Chairman shall be an independent non-executive (b) significant and unusual events; and Director elected by the members of the Committee. (c) compliance with accounting standards and other legal requirements; (ii) In the event of any vacancy in the Committee resulting in the non-compliance of paragraph (i) above, the vi) reviewed related party transactions of the Company and Board must fill the vacancy within 3 months. the Group;

26 ANNUAL REPORT 2002 GENTING BERHAD (iii) The term of office and performance of the Committee vii) review the quarterly results and year end financial and each of its members shall be reviewed by the statements, prior to the approval by the Board, Board at least once every 3 years to determine focusing particularly on: whether the Committee and its members have carried out their duties in accordance with their terms of (a) changes in or implementation of major reference. accounting policy changes;

2. Authority (b) significant and unusual events; and

The Committee is granted the authority to investigate any (c) compliance with accounting standards and other activity of the Company and its subsidiaries within its terms legal requirements; of reference, and all employees are directed to co-operate as requested by members of the Committee. The viii) review any related party transaction and conflict of Committee is empowered to obtain independent interest situation that may arise within the Company professional or other advice and retain persons having or Group including any transaction, procedure or special competence as necessary to assist the Committee course of conduct that raises questions of in fulfilling its responsibility. management integrity; and

3. Responsibility ix) consider the nomination, appointment and re- appointment of external auditors; their audit fees; and The Committee is to serve as a focal point for any questions on resignation and dismissal. communication between non-Committee Directors, the external auditors, internal auditors and the Management 5. Meetings on matters in connection with financial accounting, reporting and controls. The Committee is to assist the i) The Committee is to meet at least four times a year Board in fulfilling its fiduciary responsibilities as to and as many times as the Committee deems accounting policies and reporting practices of the necessary. Company and all subsidiaries and the sufficiency of auditing relative thereto. It is to be the Board’s principal ii) In order to form a quorum for any meeting of the agent in assuring the independence of the Company’s Committee, the majority of members present must external auditors, the integrity of the management and be independent. the adequacy of disclosures to shareholders. iii) The meetings and proceedings of the Committee are If the Committee is of the view that a matter reported to governed by the provisions of the Articles of the Board has not been satisfactorily resolved resulting in Association of the Company regulating the meetings a breach of the Kuala Lumpur Stock Exchange’s (“the and proceedings of the Board so far as the same are Exchange”) Listing Requirements, the Committee shall applicable. promptly report such matter to the Exchange. iv) The Director of Finance and the head of internal audit 4. Functions shall normally attend meetings of the Committee. The presence of a representative of the external auditors The functions of the Committee are as follows: will be requested if required.

i) review with the external auditors, their audit plan; v) Upon request by the external auditors, the Chairman of the Committee shall convene a meeting of the ii) review with the external auditors, their evaluation of Committee to consider any matters the external the system of internal accounting controls; auditors believe should be brought to the attention of the Directors or Shareholders of the Company. iii) review with the external auditors, their audit report; vi) At least once a year, the Committee shall meet with iv) review the assistance given by the Company’s officers the external auditors without the presence of any to the external auditors; executive Director.

v) review the adequacy of the scope, functions and 6. Secretary and Minutes resources of the internal audit functions and that it has the necessary authority to carry out its work; The Secretary of the Committee shall be the Company Secretary. Minutes of each meeting are to be prepared vi) review the internal audit programme, processes, the and sent to the Committee members, and the Company’s results of the internal audit programme, processes Directors who are not members of the Committee. or investigation undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function;

GENTING BERHAD ANNUAL REPORT 2002 27 l STATEMENT ON INTERNAL CONTROL l

INTRODUCTION management process in a systematic manner, workshops were conducted for the heads of departments and representatives of The Malaysian Code on Corporate Governance ("Code") requires the business/operating units on the concepts of the CSA. The risks companies listed on the Kuala Lumpur Stock Exchange ("KLSE") to the Group's strategic objectives are assessed at the holding to maintain a sound system of internal control to safeguard company level. shareholders' investments and the Group's assets. As outlined under paragraph 15.27(b) of the KLSE Listing Requirements, the The Business/Operations Head, the CFOs and the GRM review Board of Directors ("the Board") of listed companies is required to the risk assessment documents to ensure completeness before include a statement about the state of internal control. The Board's forwarding to the Taskforce for the latter's review. Statement on Internal Control has been prepared in accordance with the provisions mentioned in the Code. THE INTERNAL CONTROL PROCESSES

THE BOARD'S RESPONSIBILITIES The other key aspects of the internal control process are:-

In relation to internal control, the Board acknowledges their l The Board and the Audit Committee meet every quarter to responsibility under the KLSE Listing Requirements to: discuss matters raised by Management on business and operational matters including potential risks and control l Identify principal risks and ensure implementation of issues. appropriate control measures to manage the risks. l The Board has delegated the responsibilities to various l Review the adequacy and integrity of the internal control committees established by the Board and Management of system and management information systems and systems the holding company and subsidiaries to implement and for compliance with applicable laws, regulations, rules, monitor the Board's policies on controls. directives and guidelines. l Delegation of authority including authorisation limits at various levels of Management and those requiring the Board's It should be noted that an internal control system is designed to approval are documented and designed to ensure manage risks rather than eliminate them. Thus any system can accountability and responsibility. provide only reasonable but not absolute assurance against any l material misstatement or loss. Internal procedures and policies are documented in manuals which are reviewed and revised periodically to meet changing The Board confirms that there is an ongoing risk management business, operational and statutory reporting needs. process to identify, evaluate, and manage significant risks to l Performance and cash flow reports are provided to effectively mitigate the risks that may impede the achievement of Management to review and monitor the financial performance the Group's business and corporate objectives. The Board reviews and cash flow position. the process on a regular basis to ensure proper management of l Business/operating units present their annual budget which risks and measures are taken to mitigate any weaknesses in the includes the financial and operating targets, capital control environment. expenditure proposals and performance indicators for approval by the Board. THE RISK MANAGEMENT FRAMEWORK l A half yearly review of the annual budget is undertaken by Management to identify and where appropriate, to address To facilitate the implementation of the risk management process, significant variances from the budget. a Risk Management Taskforce ("Taskforce") was established for the Genting Group of companies ("the Group") and the Board has Some weaknesses in internal control were identified for the year delegated the detailed review of the risk assessment process to under review but these are not deemed significant and hence have this Taskforce. The members of the Taskforce are the Chief not been included in this statement as these weaknesses have Operating Officer, the Chief Financial Officers/Heads of Finance not materially impacted the business or operations of the Group. ("CFOs") of the respective companies, the Head of Internal Audit, Nevertheless, measures have been or are being taken to address the Group Treasurer and the Group Risk Manager ("GRM"). these weaknesses. As there is increasing dependence on technology for better control and efficiency, the Group is currently The Taskforce meets on a regular basis to review the risk embarking on business continuity plans for its critical processes assessment documents of the Group and where necessary as part of its ongoing risk control measures. propose changes to the risk management and control procedures/ policies. The review also covers the status of action plans or The Board in issuing this statement has taken into consideration measures taken or to be taken to address any areas of concern the state of internal control of its associated companies, Genting identified during the risk assessment process. The Taskforce Sanyen Power Sdn Bhd and Serian Palm Oil Mill Sdn Bhd and the reports to the Audit Committee and on a quarterly basis prepares representation made by its associated company, Star Cruises a summary of the risk assessments to report the Group's significant Limited in respect of its state of internal control. risks and the status of control measures implemented or to be implemented to deal with the risks. The report is reviewed by the THE INTERNAL AUDIT FUNCTION Audit Committee before presenting to the Board. The Board on its part reviews and deliberates on the risks and control issues The Internal Audit Division ("Internal Audit") is responsible for reported before approving the report. undertaking regular and systematic review of the internal controls to provide the Audit Committee and the Board with sufficient The Control Self-Assessment ("CSA") is the approach endorsed assurance that the systems of internal control are effective in by the Board for the purposes of implementing the risk addressing the risks identified. management process for the Group. The CSA refers to a process whereby departments/business areas of the Group identify and On a quarterly basis, Internal Audit submits audit reports and plan evaluate controls within key functions/activities of their business status for review and approval by the Audit Committee. Included processes. in the reports are recommended corrective measures on risks identified, if any, for implementation by Management. The GRM in conjunction with the respective CFOs and the Business/Operation Heads facilitates the groupwide implementation of the CSA.

To assist the business/operating units in implementing the risk

28 ANNUAL REPORT 2002 GENTING BERHAD DIRECTORS’ REPORT AND STATEMENT PURSUANT TO l l SECTION 169(15) OF THE COMPANIES ACT, 1965

The Directors of GENTING BERHAD have pleasure in submitting their report together with their statement pursuant to Section 169(15) of the Companies Act, 1965 therein and the audited financial statements of the Group and of the Company for the financial year ended 31 December 2002.

PRINCIPAL ACTIVITIES

The Company is principally an investment holding and management company.

The principal activities of the subsidiary companies include leisure and hospitality, gaming and entertainment businesses, plantations, property development and management, tours and travel related services, investments, manufacturing and trading in paper and paper related products and oil and gas exploration activities.

The principal activities of the associated companies include cruise and cruise related operations and the generation and supply of electric power.

Details of the principal activities of the subsidiary and associated companies are set out in Note 37 to the financial statements.

There have been no significant changes in the nature of the activities of the Group and of the Company during the financial year.

FINANCIAL RESULTS

Group Company RM Million RM Million

Profit from ordinary activities before taxation 1,559.5 428.5 Taxation (452.7) (118.6)

Profit from ordinary activities after taxation 1,106.8 309.9 Minority shareholders’ interests (345.4) -

Net profit for the financial year 761.4 309.9

DIVIDENDS

Dividends paid by the Company since the end of the previous financial year were:

(i) a final dividend of 12.5 sen less 28% tax per ordinary share of 50 sen each amounting to RM63,390,505.86 in respect of the financial year ended 31 December 2001 was paid on 30 July 2002; and

(ii) an interim dividend of 7.0 sen less 28% tax per ordinary share of 50 sen each amounting to RM35,498,682.30 in respect of the financial year ended 31 December 2002 was paid on 31 October 2002.

The Directors recommend payment of a final dividend of 13.5 sen less 28% tax per ordinary share of 50 sen each in respect of the current financial year to be paid to shareholders registered in the Register of Members on a date to be determined later by the Directors. Based on the issued and paid-up share capital of the Company as at the date of this report, the final dividend would amount to RM68,461,746.33.

RESERVES AND PROVISIONS

There were no other material transfers to or from reserves or provisions during the financial year other than as disclosed in the financial statements.

GENTING BERHAD ANNUAL REPORT 2002 29 ISSUE OF SHARES, DEBENTURES AND SHARE OPTIONS

There were no issue of shares or debentures during the financial year.

The following Option to take up unissued ordinary shares of the Company previously granted to executive employees of the Group under The Genting Employees’ Share Option Scheme for Executives (“Previous ESOS”) were outstanding as at 31 December 2002:

Option Expiry Date Subscription Price Per Share No. of Unissued Shares

15 December 2004 RM19.80 679,000

The shares under the aforesaid Option may be exercised in full or in respect of 1,000 shares or a multiple thereof on the payment of the requisite subscription price at any time before the Option expiry date. The persons to whom the Option has been issued have no right to participate by virtue of the Option in any share issue of any other company.

At an Extraordinary General Meeting (“EGM”) of the Company held on 21 February 2002, the shareholders of the Company approved the Proposed New ESOS referred to as “The Executive Share Option Scheme For Eligible Executives of Genting Berhad and its subsidiaries” (“New ESOS”).

At another EGM held on 25 June 2002, the draft Bye-Laws of the New ESOS was further amended such that the total number of new shares to be offered under the New ESOS Scheme shall not exceed 2.5% of the issued and paid-up share capital of the Company at any time of the offer but the shareholders of the Company may at any time during the tenure of the Scheme, by ordinary resolution increase the total number of new shares to be offered under the Scheme up to 5% of the issued and paid up share capital of the Company at the time of the offer.

The New ESOS became effective on 12 August 2002 for a duration of 10 years terminating on 11 August 2012 following the issuance of a letter by the advisor of the Company to the Securities Commission (“SC”) stating inter-alia that all the SC’s conditions have been complied with and that the Bye-Laws of the New ESOS do not contravene any of the provisions of the SC’s guidelines on employees share option schemes.

The Option Holders of the Previous ESOS who participated in the New ESOS have relinquished their outstanding option under the Previous ESOS.

On 2 September 2002 and 29 November 2002, options were granted pursuant to the New ESOS in respect of 6,988,000 and 64,000 unissued ordinary shares of 50 sen each in the Company at an offer price of RM14.34 and RM13.08 per share respectively to a total of 229 executive employees including the following Executive Directors of the Group and those Management Employees of the Group who were granted options to subscribe for 100,000 ordinary shares and above as specified in the Scheme: Option Expiry Date 11 August 2012 (No. of unissued shares) Executive Directors of the Group Tan Sri Lim Goh Tong 1,500,000 Tan Sri Lim Kok Thay 1,000,000 Tun Mohammed Hanif bin Omar 500,000 Mr Quah Chek Tin 500,000 Tan Sri Mohd Amin bin Osman 500,000 Dr. R. Thillainathan 250,000

4,250,000 Management Employees of the Group Mr Tan Wooi Meng 250,000 Mr Tan Wah Joo, Justin 100,000 Encik Azmi bin Abdullah 100,000 Ms Chiew Sow Lin 100,000 Mr Ngai Tar Poy 100,000 Mr Jonathan Searcy 100,000 Mr Peter Brian Woodroof 100,000

5,100,000

30 ANNUAL REPORT 2002 GENTING BERHAD (a) The expiry date of the Option on 11 August 2012 shall apply unless the Option has expired by reason of non compliance by the grantee of the terms and conditions under which the Option was granted pursuant to the Scheme.

(b) (i) The Option granted can only be exercised by the Grantee in the third year from the Date of Offer and the number of new Shares comprised in the option which a Grantee can subscribe for from the third year onwards shall at all times be subject to the following maximum:

Percentage of new Shares comprised in the Options exercisable each year from the Date of Offer Year 1 Year 2 Year 3 Year 4 Year 5 - - 12.5% rounded 12.5% rounded 12.5% rounded up to the next up to the next up to the next 1,000 shares 1,000 shares 1,000 shares

Year 6 Year 7 Year 8 Year 9 Year 10 12.5% rounded 12.5% rounded 12.5% rounded 12.5% rounded 12.5% or up to the next up to the next up to the next up to the next balance of all 1,000 shares 1,000 shares 1,000 shares 1,000 shares options allotted

(ii) Any new Shares comprised in an Option which is exercisable in a particular year but has not been exercised in that year, can be exercised in subsequent years within the Option Period, subject to the Scheme remaining in force.

(iii) In the event that an Eligible Executive becomes a Grantee after the first year of the Scheme, the Grantee shall always observe the two-year incubation period and the Option granted can only be exercised in the third year from the Date of Offer subject to the maximum percentage of new Shares comprised in the Options exercisable as stipulated above.

(c) The persons to whom the Option has been issued have no right to participate by virtue of the Option in any share issue of any other company.

(d) No shares were issued during the period to which the report relates by virtue of the exercise of Option to take up unissued shares of the Company granted during the year.

Under the New ESOS, the following Options to take up unissued ordinary shares in the Company, which has been granted to executive employees of the Group as specified in the Scheme, was outstanding as at 31 December 2002:

Option Number Option Expiry date Subscription Price Per Share No. of Unissued Shares RM 1/2002 11 August 2012 14.34 6,988,000 2/2002 11 August 2012 13.08 64,000

7,052,000

DIRECTORATE

The Directors who served since the date of the last report are:

Tan Sri Lim Goh Tong Tun Mohammed Hanif bin Omar Tan Sri Lim Kok Thay* Mr Quah Chek Tin Dato’ Paduka Nik Hashim bin Nik Yusoff* Tan Sri Mohd Amin bin Osman Tan Sri (Dr.) Gunn Chit Tuan* Tan Sri Dr. Lin See Yan* Dr. R. Thillainathan (Appointed on 15 January 2003)

* Also members of the Remuneration Committee

GENTING BERHAD ANNUAL REPORT 2002 31 According to the Register of Directors’ Shareholdings, the following persons who were Directors of the Company at the end of the financial year have interests in shares of the Company, Resorts World Bhd, Asiatic Development Berhad and Genting International PLC, all of which are subsidiary companies of the Company as set out below:

INTEREST IN THE COMPANY

Shareholdings in the names of Directors 1.1.2002 Acquired/(Disposed) 31.12.2002 (Number of ordinary shares of 50 sen each)

Tan Sri Lim Goh Tong 6,681,000 - 6,681,000 Tun Mohammed Hanif bin Omar 200 - 200 Tan Sri Lim Kok Thay 2,636,000 897,800/(100,000) 3,433,800 Mr Quah Chek Tin 1,000 - 1,000 Tan Sri Mohd Amin bin Osman 8,000 - 8,000

Shareholdings in which the Director 1.1.2002 Acquired/(Disposed) 31.12.2002 is deemed to have an interest (Number of ordinary shares of 50 sen each)

Tan Sri Lim Kok Thay 11,523,996 - 11,523,996

Share Options in the names of Directors 1.1.2002 Offered/(Relinquished) 31.12.2002 (Number of unissued ordinary shares of 50 sen each)

Tan Sri Lim Goh Tong 600,000 1,500,000/(600,000) 1,500,000 Tun Mohammed Hanif bin Omar 500,000 500,000/(500,000) 500,000 Tan Sri Lim Kok Thay 400,000 1,000,000/(400,000) 1,000,000 Tan Sri Mohd Amin bin Osman 400,000 500,000/(400,000) 500,000 Mr Quah Chek Tin - 500,000 500,000

INTEREST IN RESORTS WORLD BHD

Shareholdings in the names of Directors 1.1.2002 Acquired/(Disposed) 31.12.2002 (Number of ordinary shares of 50 sen each)

Tan Sri Lim Kok Thay 50,000 - 50,000 Tun Mohammed Hanif bin Omar 1,000 - 1,000 Mr Quah Chek Tin 1,000 - 1,000 Tan Sri Mohd Amin bin Osman 122,000 - 122,000

Share Options in the names of Directors 1.1.2002 Offered/(Relinquished) 31.12.2002 (Number of unissued ordinary shares of 50 sen each)

Tan Sri Lim Goh Tong 300,000 1,000,000/(300,000) 1,000,000 Tun Mohammed Hanif bin Omar 500,000 500,000/(500,000) 500,000 Tan Sri Lim Kok Thay 175,000 750,000/(175,000) 750,000

INTEREST IN ASIATIC DEVELOPMENT BERHAD

Shareholdings in the names of Directors 1.1.2002 Acquired/(Disposed) 31.12.2002 (Number of ordinary shares of 50 sen each)

Tan Sri Lim Goh Tong 437,500 - 437,500 Tan Sri Lim Kok Thay 144,000 - 144,000 Tan Sri Mohd Amin bin Osman 164,000 - 164,000

Share Option in the names of Directors 1.1.2002 Offered/(Exercised) 31.12.2002 (Number of unissued ordinary shares of 50 sen each)

Tan Sri Lim Goh Tong - 577,000 577,000 Tan Sri Lim Kok Thay - 577,000 577,000 Tan Sri Mohd Amin bin Osman - 577,000 577,000

32 ANNUAL REPORT 2002 GENTING BERHAD INTEREST IN GENTING INTERNATIONAL PLC

Shareholdings in the name of Director 1.1.2002 Acquired/(Disposed) 31.12.2002 (Number of ordinary shares of US$0.10 each)

Tan Sri Lim Goh Tong 1,832,468 - 1,832,468

Apart from the above disclosures:

(a) the Directors of the Company do not have any other interests in shares in the Company and in shares in other related corporations of the Company either at the beginning or end of the financial year; and

(b) neither during nor at the end of the financial year, was the Company a party to any arrangement whose object is to enable the Directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.

Since the end of the previous financial year, no Director of the Company has received or become entitled to receive a benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by the Directors and the provision for Directors’ retirement gratuities shown in the financial statements or the fixed salary of a full-time employee of the Company) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which he is a member or with a company in which he has a substantial financial interest except for any benefit which may be deemed to have arisen by virtue of the following transactions:

(i) A company in which Tan Sri Lim Goh Tong is a director and a substantial shareholder has rented

(a) approximately 5.87 hectares of land in the Mukim of Batang Kali, District of Ulu Selangor, Selangor to Genting Utilities & Services Sdn Bhd, a wholly-owned subsidiary of Resorts World Bhd (“RWB”), which in turn is a 55.2% owned subsidiary of the Company; and

(b) a premise measuring approximately 5,191 sq.m. located at Gohtong Jaya, Bentung, Pahang to Genting Centre of Excellence Sdn Bhd, a 70% owned subsidiary of RWB.

(ii) A company in which Tan Sri Lim Kok Thay is a director and a substantial shareholder has retained Asiatic Development Berhad, a 54.9% owned subsidiary of the Company to provide plantation advisory services.

(iii) A corporation in which Tan Sri Lim Kok Thay and his spouse are directors and which is wholly-owned indirectly by them has rented its property to Genting International PLC, a 62.2% owned subsidiary of the Company.

(iv) Tan Sri Mohd Amin bin Osman has been retained as a consultant to provide management and ancillary services to the Company and retained by RWB to provide advisory services.

(v) Oakwood Sdn Bhd, a wholly-owned subsidiary of the Company has previously extended a housing loan to Dr. R. Thillainathan to enable him to acquire a home.

Tun Mohammed Hanif bin Omar and Dato’ Paduka Nik Hashim bin Nik Yusoff are due to retire by rotation at the forthcoming Annual General Meeting (“AGM”) in accordance with Article 99 of the Articles of Association of the Company and they, being eligible, have offered themselves for re-election.

Dr. R. Thillainathan is due to retire at the forthcoming AGM in accordance with Article 104 of the Articles of Association of the Company and he, being eligible, has offered himself for re-election.

Tan Sri Lim Goh Tong, Tan Sri Mohd Amin bin Osman and Tan Sri (Dr.) Gunn Chit Tuan will retire pursuant to Section 129 of the Companies Act, 1965 at the forthcoming AGM and that separate resolutions will be proposed for their re-appointment as Directors at the AGM under the provision of Section 129 (6) of the said Act to hold office until the next AGM of the Company.

OTHER STATUTORY INFORMATION

Before the income statements and balance sheets of the Group and of the Company were made out, the Directors took reasonable steps:

(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowances for doubtful debts, and satisfied themselves that all known bad debts had been written off and adequate allowance been made for doubtful debts; and

GENTING BERHAD ANNUAL REPORT 2002 33 (ii) to ensure that any current assets which were unlikely to realise in the ordinary course of business their values as shown in the accounting records, were written down to an amount which they might be expected so to realise.

At the date of this report, the Directors are not aware of any circumstances:

(i) which would render the amount written off for bad debts or the amount of the allowance for doubtful debts in the Group and in the Company inadequate to any substantial extent;

(ii) which would render the values attributed to the current assets in the financial statements of the Group or of the Company misleading;

(iii) which have arisen which render adherence to the existing methods of valuation of assets or liabilities in the financial statements of the Group and of the Company misleading or inappropriate; and

(iv) not otherwise dealt with in this report or in the financial statements of the Group and of the Company, that would render any amount stated in the respective financial statements misleading.

At the date of this report there does not exist:

(i) any charge on the assets of the Group or of the Company that has arisen since the end of the financial year which secures the liabilities of any other person; or

(ii) any contingent liability in respect of the Group or of the Company that has arisen since the end of the financial year.

No contingent or other liability of the Group or of the Company has become enforceable, or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the Directors, will or may substantially affect the ability of the Group or of the Company to meet their obligations as and when they fall due.

In the opinion of the Directors:

(i) the results of the operations of the Group and of the Company for the financial year have not been substantially affected by any item, transaction or event of a material and unusual nature except for those highlighted in the financial statements; and

(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report which is likely to affect substantially the results of the operations of the Group and of the Company for the financial year in which this report is made.

STATEMENT BY DIRECTORS PURSUANT TO SECTION 169(15) OF THE COMPANIES ACT, 1965

In the opinion of the Directors, the financial statements set out on pages 36 to 75 are drawn up so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 December 2002 and of the results and the cash flows of the Group and of the Company for the financial year ended on that date in accordance with the applicable approved accounting standards in Malaysia and comply with the provisions of the Companies Act, 1965.

AUDITORS

The auditors, PricewaterhouseCoopers, have expressed their willingness to continue in office.

On behalf of the Board,

TUN MOHAMMED HANIF BIN OMAR TAN SRI LIM KOK THAY Deputy Chairman President and Chief Executive

Kuala Lumpur 3 March 2003

34 ANNUAL REPORT 2002 GENTING BERHAD Income Statements 36

Balance Sheets 37 Statements Statements Of Changes In Equity 38 Cash Flow Statements 40

Notes To The Financial Statements 42

Statement On Directors' Responsibility 76

Statutory Declaration 76

FINANCIAL Report Of The Auditors 77

GENTING BERHAD ANNUAL REPORT 2002 35 l INCOME STATEMENTS l For The Financial Year Ended 31 December 2002

Amounts in RM million unless otherwise stated Group Company Note(s) 2002 2001 2002 2001

Revenue 5 & 6 3,534.7 3,148.4 429.7 388.3

Cost of sales 7 (1,935.7) (1,891.5) (49.0) (27.7)

Gross profit 1,599.0 1,256.9 380.7 360.6

Other income 116.7 118.8 55.8 61.1

Selling and distribution costs (62.9) (57.2) - -

Administration expenses (172.5) (205.0) (8.0) (7.2)

Other expenses (90.5) (104.0) - (0.1)

Profit from operations 1,389.8 1,009.5 428.5 414.4

Finance cost (67.9) (77.6) - -

Share of results of associated companies 206.5 102.7 - -

Gain on dilution of Group's interest in an associated company 31.1 - - -

Profit from ordinary activities before taxation 5, 8 & 9 1,559.5 1,034.6 428.5 414.4

Taxation - Company and subsidiary companies 10 (418.6) (351.7) (118.6) (113.9) - Share of tax in associated companies 10 (34.1) (34.6) - -

(452.7) (386.3) (118.6) (113.9)

Profit from ordinary activities after taxation 1,106.8 648.3 309.9 300.5

Minority shareholders' interests (345.4) (194.7) - -

Net profit for the financial year 761.4 453.6 309.9 300.5

Basic earnings per share (sen) 11 108.10 64.41

Diluted earnings per share (sen) 11 108.06 N/A

Gross dividends per share (sen) 12 20.5 19.0

The notes set out on pages 42 to 75 form part of these financial statements.

36 ANNUAL REPORT 2002 GENTING BERHAD l BALANCE SHEETS l As at 31 December 2002

Amounts in RM million unless otherwise stated Group Company Note 2002 2001 2002 2001

NON-CURRENT ASSETS Property, plant and equipment 13 4,881.4 4,721.4 6.5 7.5 Real property assets 14 525.1 621.9 - - Subsidiary companies 15 - - 1,987.4 1,987.4 Associated companies 16 2,431.2 2,030.6 - - Other long term investments 17 15.6 6.9 - - Long term receivables 21 20.2 19.0 371.9 374.9 Deferred taxation 18 18.0 - 18.0 17.2

CURRENT ASSETS Property development 19 86.9 117.5 - - Inventories 20 251.7 213.2 - - Trade and other receivables 21 313.2 247.7 1.4 1.5 Amount due from subsidiary companies 15 - - 262.1 336.6 Amount due from associated companies 16 1.2 1.5 - - Short term investments 22 1,269.4 884.4 692.9 395.5 Bank balances and deposits 23 1,626.3 1,357.0 210.8 201.3

3,548.7 2,821.3 1,167.2 934.9

LESS : CURRENT LIABILITIES Trade and other payables 24 537.9 658.7 15.4 10.3 Amount due to subsidiary companies 15 - - 47.2 31.8 Short term borrowings 25 512.8 99.8 - - Taxation 260.7 216.4 14.5 21.4

1,311.4 974.9 77.1 63.5

NET CURRENT ASSETS 2,237.3 1,846.4 1,090.1 871.4

10,128.8 9,246.2 3,473.9 3,258.4

FINANCED BY SHARE CAPITAL 26 352.2 352.2 352.2 352.2 RESERVES 27 6,118.4 5,448.0 3,049.5 2,838.5

SHAREHOLDERS' EQUITY 6,470.6 5,800.2 3,401.7 3,190.7 MINORITY INTERESTS 2,432.8 2,150.5 - - NON-CURRENT LIABILITIES Long term borrowings 25 929.8 1,084.6 - - Deferred taxation 18 66.5 15.3 - - Provision for retirement gratuities 28 204.1 175.6 72.2 67.7 Other liabilities 29 25.0 20.0 - -

1,225.4 1,295.5 72.2 67.7

10,128.8 9,246.2 3,473.9 3,258.4

NET TANGIBLE ASSETS PER SHARE RM9.19 RM8.23

The notes set out on pages 42 to 75 form part of these financial statements.

GENTING BERHAD ANNUAL REPORT 2002 37 l STATEMENTS OF CHANGES IN EQUITY l For The Financial Year Ended 31 December 2002

Amounts in RM million unless otherwise stated

Non-Distributable Distributable

Reserve on Share Share Revaluation Exchange Unappropriated GROUP Capital Premium Reserve Differences Profit Total

Balance at 1 January 2001 as previously reported 352.2 97.8 384.5 54.1 4,495.5 5,384.1 Prior period adjustment: - Proposed final dividend for financial year ended 31 December 2000 (refer Note 35) - - - - 63.4 63.4

As restated 352.2 97.8 384.5 54.1 4,558.9 5,447.5

Revaluation surplus realised upon sale of assets - - (0.6) - 0.6 - Currency translation differences - - - (4.6) - (4.6) Net profit for the financial year - - - - 453.6 453.6

Appropriation: Dividends - final paid for financial year ended 31 December 2000 (12.5 sen less 28% income tax) - - - - (63.4) (63.4) - interim paid for financial year ended 31 December 2001 (6.5 sen less 28% income tax) - - - - (32.9) (32.9)

Balance at 31 December 2001 352.2 97.8 383.9 49.5 4,916.8 5,800.2

Balance at 1 January 2002 as previously reported 352.2 97.8 383.9 49.5 4,853.4 5,736.8

Prior period adjustment: - Proposed final dividend for financial year ended 31 December 2001 (refer Note 35) - - - - 63.4 63.4

As restated 352.2 97.8 383.9 49.5 4,916.8 5,800.2

Revaluation surplus realised upon sale of assets - - (1.7) - 1.7 - Currency translation differences -- - 7.9-7.9 Net profit for the financial year - - - - 761.4 761.4

Appropriation: Dividends - final paid for financial year ended 31 December 2001 (12.5 sen less 28% income tax) - - - - (63.4) (63.4) - interim paid for financial year ended 31 December 2002 (7.0 sen less 28% income tax) - - - - (35.5) (35.5)

Balance at 31 December 2002 352.2 97.8 382.2 57.4 5,581.0 6,470.6

The notes set out on pages 42 to 75 form part of these financial statements.

38 ANNUAL REPORT 2002 GENTING BERHAD l STATEMENTS OF CHANGES IN EQUITY l For The Financial Year Ended 31 December 2002 (Cont’d)

Amounts in RM million unless otherwise stated

Non-Distributable Distributable

Reserve on Share Share Revaluation Exchange Unappropriated COMPANY Capital Premium Reserve Differences Profit Total

Balance at 1 January 2001 as previously reported 352.2 97.8 - - 2,473.1 2,923.1 Prior period adjustment: - Proposed final dividend for financial year ended 31 December 2000 (refer Note 35) - - - - 63.4 63.4

As restated 352.2 97.8 - - 2,536.5 2,986.5

Net profit for the financial year - - - - 300.5 300.5

Balance at 31 December 2001 352.2 97.8 - - 2,740.7 3,190.7

Balance at 1 January 2002 as previously reported 352.2 97.8 - - 2,677.3 3,127.3

Prior period adjustment: - Proposed final dividend for financial year ended 31 December 2001 (refer Note 35) - - - - 63.4 63.4

As restated 352.2 97.8 - - 2,740.7 3,190.7

Net profit for the financial year - - - - 309.9 309.9

Balance at 31 December 2002 352.2 97.8 - - 2,951.7 3,401.7

The notes set out on pages 42 to 75 form part of these financial statements.

GENTING BERHAD ANNUAL REPORT 2002 39 l CASH FLOW STATEMENTS l For The Financial Year Ended 31 December 2002

Amounts in RM million unless otherwise stated Group Company 2002 2001 2002 2001

CASH FLOWS FROM OPERATING ACTIVITIES Profit from ordinary activities before taxation 1,559.5 1,034.6 428.5 414.4 Adjustments for :

Depreciation of property, plant and equipment ("PPE") 279.8 264.9 1.7 2.0 Finance cost 67.9 77.6 - - Investments written down 33.4 50.7 - - Net provision for/(write-back of) retirement gratuities 28.8 (3.9) 4.5 (2.0) PPE written off 11.8 2.8 - - Allowance for bad and doubtful debts 6.6 0.9 - - Impairment loss 5.3 - - - Loss on disposal of investments 3.1 2.2 - - Dividend income (4.7) (6.4) (123.3) (117.7) (Write-back of)/allowance for diminution in value of investments (10.7) 2.3 - - Gain on disposal of PPE and real property assets (26.0) (35.8) (0.2) - Gain arising on dilution of interest in associated company (31.1) - - - Interest income (56.7) (50.4) (55.6) (61.1) Share of results of associated companies (206.5) (102.7) - - Write-off of goodwill on acquisition of additional interest in associated/subsidiary companies - 61.2 - - Exploration cost written off - 107.1 - - Other non-cash items 2.8 1.0 (0.1) 0.1

103.8 371.5 (173.0) (178.7)

Operating profit before changes in working capital 1,663.3 1,406.1 255.5 235.7

Increase in property development (0.8) (15.0) - - (Increase)/decrease in inventories (14.6) 14.6 - - (Increase)/decrease in receivables (54.4) 7.2 0.1 0.1 Increase/(decrease) in payables 3.2 78.0 5.2 (1.0) Decrease in amount due from associated companies 0.3 2.5 - - Decrease/(increase) in amount due from subsidiary companies - - 0.7 (7.0)

(66.3) 87.3 6.0 (7.9)

Cash generated from operations 1,597.0 1,493.4 261.5 227.8

Taxation paid (359.0) (403.7) (126.4) (101.5) Retirement gratuities paid (0.3) (0.3) - - Advance membership fees received 5.2 5.2 - - Taxation refund 13.2 - - -

(340.9) (398.8) (126.4) (101.5)

NET CASH INFLOW FROM OPERATING ACTIVITIES 1,256.1 1,094.6 135.1 126.3

The notes set out on pages 42 to 75 form part of these financial statements.

40 ANNUAL REPORT 2002 GENTING BERHAD l CASH FLOW STATEMENTS l For The Financial Year Ended 31 December 2002 (Cont’d)

Amounts in RM million unless otherwise stated Group Company 2002 2001 2002 2001

CASH FLOWS FROM INVESTING ACTIVITIES Purchase of PPE (574.4) (738.4) (0.7) (0.5) Investment in associated company (202.0) - - - Purchase of investments (44.8) (32.5) - - Real property expenditure incurred (2.2) (3.4) - - Long term receivables (0.5) - - - Acquisition of an indirect subsidiary company 0.2 (1.3) - - Repayments from associated companies 1.0 3.1 - - Dividends received 3.1 6.4 114.2 108.6 Dividends received from associated companies 3.5 1.2 - - Interest received 52.6 50.4 55.1 65.2 Proceeds from disposal of investments 77.7 102.1 - - Proceeds from disposal of PPE and real property assets 124.6 39.4 0.2 - Exploration cost incurred - (73.2) - - Purchase of additional shares from minority shareholders - (44.5) - - Disposal of an indirect subsidiary company * - 387.9 - - Other advances to subsidiary companies - - (41.1) (66.7) Loans to subsidiary companies - - (44.7) (51.4) Repayments of other advances by subsidiary companies - - 65.0 53.8 Repayment of loans by subsidiary companies - - 122.7 259.4

NET CASH (USED IN)/INFLOW FROM INVESTING ACTIVITIES (561.2) (302.8) 270.7 368.4

CASH FLOWS FROM FINANCING ACTIVITIES Dividends paid (98.9) (96.3) (98.9) (96.3) Repayment of borrowings (97.5) (382.9) - - Interest paid (69.5) (72.0) - - Dividends paid to minority shareholders (66.9) (63.7) - - Proceeds from bank borrowings 355.4 775.5 - - Redemption of preference shares by minority shareholders - (14.0) - - Proceeds from issue of shares to minority shareholders - 2.0 - -

NET CASH INFLOW FROM/(USED IN) FINANCING ACTIVITIES 22.6 148.6 (98.9) (96.3)

NET INCREASE IN CASH AND CASH EQUIVALENTS 717.5 940.4 306.9 398.4

CASH AND CASH EQUIVALENTS AT BEGINNING OF FINANCIAL YEAR 2,043.1 1,103.4 596.8 198.4

EFFECT OF CURRENCY TRANSLATION 6.1 (0.7) - -

CASH AND CASH EQUIVALENTS AT END OF FINANCIAL YEAR 2,766.7 2,043.1 903.7 596.8

ANALYSIS OF CASH AND CASH EQUIVALENTS Bank balances and deposits (refer Note 23) 1,626.3 1,357.0 210.8 201.3 Money market instruments (refer Note 22) 1,140.5 688.4 692.9 395.5

2,766.8 2,045.4 903.7 596.8 Bank overdrafts (refer Note 25) (0.1) (2.3) - -

2,766.7 2,043.1 903.7 596.8

* ANALYSIS OF THE DISPOSAL OF AN INDIRECT SUBSIDIARY COMPANY Net assets disposed: Exploration cost - 405.9 Loss on disposal - (3.5)

Initial Consideration - 402.4 Initial Consideration outstanding as at financial year end - (14.5)

Net cash inflow on disposal of a subsidiary company - 387.9

The notes set out on pages 42 to 75 form part of these financial statements.

GENTING BERHAD ANNUAL REPORT 2002 41 l NOTES TO THE FINANCIAL STATEMENTS l 31 December 2002

Amounts in RM million unless otherwise stated

1. PRINCIPAL ACTIVITIES

The Company is principally an investment holding and management company.

The principal activities of the associated companies include cruise and cruise related operations and the generation and supply of electric power.

Details of the principal activities of the subsidiary and associated companies are set out in Note 37 to the financial statements.

There have been no significant changes in the nature of the activities of the Group and of the Company during the financial year.

2. BASIS OF PREPARATION

The financial statements are prepared in accordance with and comply with the applicable approved accounting standards in Malaysia and the provisions of the Companies Act, 1965. The historical cost convention modified by the revaluation of certain property, plant and equipment and land held for development, unless otherwise indicated in the individual policy statements set out in Note 3 to the financial statements, were adopted in the preparation of the financial statements.

The preparation of financial statements in conformity with the applicable approved accounting standards and the provisions of the Companies Act require the Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported financial year. Actual results could differ from those estimates.

3. SIGNIFICANT ACCOUNTING POLICIES

Accounting policies adopted by the Group have been applied consistently in dealing with all material items in relation to the financial statements.

In addition, the Group complies with new accounting standards that are effective for the financial year. New accounting standards are retrospectively applied unless in cases where the standard specifically does not require comparatives on first adoption due to non availability of such information or when it is not practicable to do so.

The following are the significant accounting policies adopted by the Group:

Consolidation

The consolidated financial statements include the audited financial statements of the Company and all its subsidiary companies made up to the end of the financial year. Subsidiary companies are those companies in which the Group has power to exercise control over the financial and operating policies so as to obtain benefits from their activities.

Subsidiary companies are consolidated from the date on which effective control is transferred to the Group and are no longer consolidated from the date that control ceases. Subsidiary companies are consolidated using the acquisition method of accounting whereby the results of subsidiary companies acquired or disposed of during the financial year are included from the date of acquisition up to the date when control ceases. At the date of acquisition, the fair values of the subsidiary companies' net assets are determined and these values are reflected in the consolidated financial statements.

All material intercompany transactions, balances and unrealised gains on transactions between group companies have been eliminated; unrealised losses have also been eliminated unless cost cannot be recovered. Where necessary, accounting policies for subsidiary companies have been changed to ensure consistency with the policies adopted by the Group. Separate disclosure is made of minority interests.

The gain or loss on disposal of a subsidiary company is the difference between net disposal proceeds and the Group's share of its net assets and exchange differences which were not previously recognised in the consolidated income statement.

Borrowing Costs

Costs incurred on external borrowings to finance expenditure and other long term qualifying assets are capitalised until the assets are ready for their intended use after which such expenses are charged to the income statement.

42 ANNUAL REPORT 2002 GENTING BERHAD 3. SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

Impairment of assets

The carrying values of assets, other than inventories, assets arising from construction contracts, deferred tax assets and financial assets, are reviewed to determine whether there is any indication of impairment. Impairment is measured by comparing the carrying values of the assets with their recoverable amounts. The recoverable amount is the higher of an asset's net selling price and its value in use, which is measured by reference to discounted future cash flows. Recoverable amounts are estimated for individual assets, or if it is not possible, for the cash generating unit.

An impairment loss is charged to the income statement, unless the asset is carried at revalued amount, in which case the impairment loss is used to reduce the revaluation surplus.

An impairment loss is reversed only to the extent of previously recognised impairment losses for the same asset. The reversal is recognised in the income statement, unless the asset is carried at revalued amount, in which case it is credited directly to revaluation surplus. However, to the extent that an impairment loss on the same revalued asset was previously recognised as an expense in the income statement, a reversal of that impairment loss is recognised in the income statement.

Property, Plant and Equipment

Property, plant and equipment are stated at cost modified by the revaluation of certain property, plant and equipment less accumulated depreciation and amortisation. In accordance with the transitional provisions allowed by the Malaysian Accounting Standards Board ("MASB") on adoption of MASB No. 15, Property, Plant and Equipment, the valuation of these assets have not been updated, and they continue to be stated at their existing carrying amounts less accumulated depreciation.

Surpluses arising on revaluation are credited to revaluation reserve. Any deficit arising from revaluation is charged against the revaluation reserve to the extent of a previous surplus held in the revaluation reserve for the same asset. In all other cases, a decrease in carrying amount is charged to income statement. On disposal of revalued assets, amounts in revaluation reserve relating to those assets are transferred to retained earnings.

Freehold land and plantations and property, plant and equipment which are under construction are not depreciated.

Leasehold properties are amortised equally over their respective periods of lease, ranging from 60 to 99 years. However, leasehold properties with original lease period of 999 years are not amortised, the cumulative effect of which is not material to the financial statements.

Other property, plant and equipment are depreciated over their estimated useful lives using the straight-line method. The annual rates of depreciation used for the major classes of property, plant and equipment are as follows :

Buildings and improvements 2% - 50% Plant, equipment and vehicles 5% - 50%

Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount.

New Planting and Replanting Expenditure

New planting expenditure incurred on land clearing and upkeeping of trees to maturity is capitalised under freehold and leasehold land respectively. New planting expenditure capitalised is not amortised. However, where the new planting expenditure capitalised on leasehold land which has unexpired period shorter than the plantation’s economic useful life, the planting expenditure is amortised over the remaining period of the lease on a straight line basis.

Replanting expenditure is charged to the income statement in the financial year in which the expenditure is incurred.

Real Property Assets, Property Development and Profit Recognition

Real property assets and property development comprise land held for development and development expenditure and are stated at cost of acquisition modified by the revaluation of certain pieces of land. In accordance with the transitional provisions issued by the Malaysian Accounting Standards Board on adoption of Malaysian Accounting Standard No. 7, Accounting for Property Development, the valuation of these pieces of land have not been updated, and they continue to be stated at their carrying amounts. Cost of acquisition includes all related costs incurred on activities necessary to prepare the land for its intended use. These assets remain as real property assets until the sales launch of these properties, after which they are transferred to property development.

Assets under property development comprise land at carrying values and all related development costs incurred and are carried forward together with profit accrued to the appropriate stage of completion less progress billings and allowance for foreseeable losses, if any. These developments are expected to be completed within normal operating cycle of one to three years and are considered as current assets.

Upon completion of development, the unsold completed development properties are transferred to inventories.

GENTING BERHAD ANNUAL REPORT 2002 43 3. SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

Real Property Assets, Property Development and Profit Recognition (cont'd)

Profits on property development projects are recognised based on the percentage of completion method in respect of sales where agreements have been finalised. Under this method, profits are recognised as the property project activity progresses. The stage of completion is determined based on the proportion of development costs incurred for work performed up to the balance sheet date over the estimated total development cost to completion. Foreseeable losses, if any, are recognised in the income statement.

Investments

Long term investments, both quoted and unquoted, include investments in subsidiary companies, associated companies and other non-current investments. These investments are stated at cost except where the Directors are of the opinion that there is a permanent diminution in the value of an investment, in which case the investment is written down. Permanent diminution in the value of an investment is recognised as an expense in the financial period in which it arises.

Investments in subsidiary companies are eliminated on consolidation while investments in associated companies are accounted for by the equity method of accounting.

Associated companies are companies in which the Group exercises significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the associated companies but not control over those policies.

Unrealised gains on transactions between the Group and its associated undertakings are eliminated to the extent of the Group's interest in the associated undertakings; unrealised losses are also eliminated unless the transaction provides evidence of impairment on the assets transferred.

Equity accounting involves recognising in the income statement the Group's share of the associated companies' results for the financial year. The Group's interest in associated companies is stated at cost net of goodwill written off plus adjustments to reflect changes in the Group's share of the net assets of the associated companies.

Short term quoted investments are stated at the lower of cost and market value, determined on a portfolio basis by comparing aggregate cost against aggregate market value. Money market instruments are stated at the lower of cost and net realisable value.

Exploration Cost

Exploration cost is accounted for in accordance with the full cost method. Under this method, all costs relating to the exploration activities are capitalised when incurred. Where it is determined that the exploration activities will not yield significant oil and gas discoveries, the related exploration cost will be written off to the income statement.

Goodwill

Goodwill arising on consolidation which represents the excess of the purchase price over the fair value of the net assets of the subsidiary/associated companies at the date of acquisition, is written off to the income statement in the financial year when acquisition occurs.

Inventories

Inventories are stated at the lower of cost and net realisable value. Cost includes, where relevant, appropriate proportions of overheads and is determined on a weighted average basis. Net realisable value is the estimated selling price in the ordinary course of business, less costs to completion and selling expenses.

Receivables

Receivables are carried at estimated realisable value. An allowance is made for doubtful receivables based on a review of all outstanding amounts at the financial year end. Bad debts are written off during the financial year in which they are identified.

Cash and Cash Equivalents

Cash and cash equivalents include cash and bank balances (net of bank overdrafts), deposits and other short term, highly liquid investments that are readily convertible to known amounts of cash and are subject to insignificant risk of changes in value.

Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of a past event, when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and when a reliable estimate can be made of the amount of the obligation.

44 ANNUAL REPORT 2002 GENTING BERHAD 3. SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

Provision for Retirement Gratuities

In 1991, the Board introduced a retirement gratuity scheme for executives and executive directors of the Company and certain subsidiary companies. The level of retirement gratuities payable is determined by the Board and is based either on length of service and basic salary or the immediate past three years' emoluments.

Deferred Taxation

Deferred tax accounting using the 'liability' method is adopted by the Group. Deferred taxation provides for the effects of all material timing differences between accounting income and taxable income arising from the inclusion of items in different periods. No future income tax benefit is recognised in respect of unutilised tax losses and timing differences that result in a net deferred taxation asset unless it can be demonstrated that these benefits can be realised in the foreseeable future.

Revenue Recognition

Sales are recognised upon delivery of products or performance of services, net of sales tax and discounts, and after eliminating sales within the Group.

The sales relating to property development projects are recognised progressively as the project activity progresses and are in respect of sales where agreements have been finalised. The recognition of sales is based on the percentage of completion method and is consistent with the method adopted for profit recognition.

Sales of short term investments are accounted for when the contracts are executed.

Casino revenue represents net house takings. The casino licence is renewable every three months.

Dividend income is recognised when the right to receive payment is established.

Dividends

Dividends on ordinary shares are accounted for in shareholders' equity as an appropriation of retained earnings and accrued as a liability in the financial period in which the obligation to pay is established.

Foreign Currencies

The financial statements are stated in Ringgit Malaysia ("RM").

Transactions in foreign currencies have been translated into RM at the rates ruling on the dates of the transactions unless hedged by forward foreign contracts, in which case the rates specified in such forward contracts are used. Monetary assets and liabilities in foreign currencies at the balance sheet date have been translated at the rates ruling on that date. Gains and losses arising from translation are included in the income statement.

The Group's foreign entities are those operations that are not an integral part of the operations of the Company. Income statements of subsidiary and associated companies in other reporting currencies are translated into RM at average rates for the financial year and the balance sheets are translated at the financial year end rates. Exchange differences arising from the translation of income statements at average rates and balance sheets at year end rates, and the restatement at year end rates of the opening net investments in such subsidiary and associated companies are taken to reserves.

Fair value adjustments arising on the acquisition of a foreign entity are treated as assets or liabilities of the Group and are translated accordingly at the exchange rate ruling at the date of the transaction.

The principal rates of exchange used in translation are as follows: (RM to one unit of foreign currency)

Currency Year end rate 2002 2001

US Dollar 3.8000 3.8000 Sterling Pound 6.1114 5.5102 Australian Dollar 2.1510 1.9418 Singapore Dollar 2.1882 2.0549 Hong Kong Dollar 0.4873 0.4873

GENTING BERHAD ANNUAL REPORT 2002 45 3. SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

Financial Instruments

a) Financial instruments recognised on the balance sheet The recognition method adopted for financial instruments that are recognised on the balance sheet are disclosed separately in the individual policy statements associated with the relevant financial instrument.

b) Financial instruments not recognised on the balance sheet The Group, in managing its interest and currency exposures, enters into foreign currency forward contracts, interest rate swap and currency swap agreements. These instruments are not recognised in the financial statements on inception.

As foreign currency forward contracts are entered into to cover the Group's commitments in foreign currencies, the contracted rates are used to translate the underlying foreign currency transactions into Ringgit Malaysia.

The related interest differentials paid or received under the swap agreements for interest rate swaps are recognised over the terms of the agreements in interest expense.

The underlying foreign currency assets or liabilities, which are effectively hedged by currency swap agreements, and designated as a hedge, are translated in the respective hedged currencies, at their contracted rates.

c) Fair value estimation for disclosure purposes The fair value of publicly traded securities is based on quoted market prices at the balance sheet date. For non-traded financial instruments, the Group uses various methods and makes assumptions that are based on market conditions. Comparisons are made to similar instruments that are publicly traded and estimates based on discounted cash flow techniques are also used. For long term financial liabilities, fair value is estimated by discounting future contractual cash flows at appropriate interest rates.

The book values of financial assets and liabilities with maturities of less than one year are assumed to approximate their fair values.

Segmental Reporting

The Group adopts business segment analysis as its primary reporting format and geographical segment analysis as its secondary reporting format.

Revenues are attributed to geographical segments based on location of customers where sale is transacted. Assets are allocated based on location of assets.

Segment revenues and expenses are those directly attributable to the segments and include any joint revenue and expenses where a reasonable basis of allocation exists. Segment assets include all assets used by segment and consist principally of property, plant and equipment net of allowances and accumulated depreciation and amortisation, real property assets, property development, inventories and receivables. Segment liabilities comprise operating liabilities. Both segment assets and liabilities do not include income tax assets and liabilities and interest bearing instruments.

4. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group's overall financial risk management objective is to optimise the value creation for shareholders. The Group seeks to minimise the potential adverse impacts arising from fluctuations in exchange and interest rates and the unpredictability of the financial markets.

The Group operates within clearly defined guidelines that are approved by the Board and do not trade in financial instruments. Financial risk management is carried out through risk reviews conducted at all significant operational units. This process is further enhanced by effective internal controls, a group-wide insurance programme and adherence to the financial risk management policies.

The main areas of financial risks faced by the Group are as follows:

Foreign currency exchange risk

The Group is exposed to foreign currency exchange risk when subsidiary companies enter into transactions that are not denominated in their functional currencies. The Group attempts to significantly limit its exposure for all committed transactions by entering into forward foreign currency exchange contracts within the constraints of market and government regulations.

46 ANNUAL REPORT 2002 GENTING BERHAD 4. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Cont'd)

Interest rate risk

Interest rate risks mainly arise from the Group's borrowings. The Group manages this risk through the use of fixed and floating rate debt and derivative financial instruments. Derivative financial instruments are used, where appropriate, to generate the desired interest rate profile.

Market risk

The Group, in the normal course of business, is exposed to market risks in respect of its equity investments and volatility in market prices of palm products. The Group manages its risk through established guidelines and policies.

Credit risk

Exposure to credit risk arises mainly from sales made on deferred credit terms. Credit terms offered by the Group range from 14 days to 120 days from date of transaction. Risks arising therefrom are minimised through effective monitoring of receivables and suspension of sales to customers which accounts exceed the stipulated credit terms. Credit limits are set and credit history are reviewed to minimise potential losses.

The Group also seeks to invest cash assets safely and profitably and buys insurance to protect itself against insurable risks. In this regard, counterparties are assessed for credit risk and limits are set to minimise any potential losses.

Liquidity risk

The Group practices prudent liquidity risk management to minimise the mismatch of financial assets and liabilities. The Group's cash flow is reviewed regularly to ensure that the Group is able to settle its commitments when they fall due.

5. SEGMENT ANALYSIS

a) Primary segment - by activity:

Leisure & 2002 Hospitality Plantations Properties Paper Oil & Gas Others Eliminations Total

Revenue External 2,688.0 257.1 56.0 388.0 51.4 94.2 - 3,534.7 Inter segment 6.3 - 15.7 - - 66.0 (88.0) -

2,694.3 257.1 71.7 388.0 51.4 160.2 (88.0) 3,534.7

Results Segment profit/(loss) 1,195.5 104.1 37.6 22.0 (10.0) (18.0) 1.9 1,333.1 Interest income 56.7 Finance cost (67.9) Share of results of associated companies 88.7 2.9 1.5 - - 113.4 - 206.5 Gain on dilution of Group's interest in an associated company 31.1 ------31.1

Profit from ordinary activities before taxation 1,559.5 Taxation (452.7)

Profit from ordinary activities after taxation 1,106.8 Minority shareholders' interests (345.4)

Net profit for the financial year 761.4

GENTING BERHAD ANNUAL REPORT 2002 47 5. SEGMENT ANALYSIS (Cont'd)

a) Primary segment - by activity (cont'd):

Leisure & 2002 Hospitality Plantations Properties Paper Oil & Gas Others Eliminations Total

Other information

Assets Segment assets 3,338.2 717.5 1,099.9 1,293.1 46.5 332.8 (472.7) 6,355.3 Interest bearing instruments 2,632.5 Associated companies 1,910.4 7.8 2.1 - - 510.9 - 2,431.2 Unallocated corporate assets 21.2

Total assets 11,440.2

Liabilities Segment liabilities 559.7 33.8 123.1 144.2 16.1 381.0 (500.0) 757.9 Interest bearing instruments 1,446.2 Unallocated corporate liabilities 332.7

Total liabilities 2,536.8

Other Disclosures - Capital expenditure 180.3 169.9 25.2 103.3 0.1 6.9 (1.8) 483.9 - Depreciation 198.2 8.8 6.7 60.1 0.2 9.2 (3.4) 279.8 - Impairment loss 1.5 - 0.3 3.5 - - - 5.3 - Other significant non-cash (charges)/credits (39.0) (1.6) (0.2) 1.6 (1.1) (23.0) - (63.3)

2001

Revenue External 2,400.6 156.0 57.6 372.3 43.7 118.2 - 3,148.4 Inter segment 1.8 - 22.0 - - 64.8 (88.6) -

2,402.4 156.0 79.6 372.3 43.7 183.0 (88.6) 3,148.4

Results Segment profit/(loss) 1,055.0 30.9 22.8 8.0 (122.1) (35.5) - 959.1 Interest income 50.4 Finance cost (77.6) Share of results of associated companies (16.0) 1.8 0.4 - - 116.5 - 102.7

Profit from ordinary activities before taxation 1,034.6 Taxation (386.3)

Profit from ordinary activities after taxation 648.3 Minority shareholders' interests (194.7)

Net profit for the financial year 453.6

48 ANNUAL REPORT 2002 GENTING BERHAD 5. SEGMENT ANALYSIS (Cont'd)

a) Primary segment - by activity (cont'd):

Leisure & 2001 Hospitality Plantations Properties Paper Oil & Gas Others Eliminations Total

Other information

Assets Segment assets 3,399.9 552.6 1,167.7 1,247.3 48.5 395.3 (444.8) 6,366.5 Interest bearing instruments 1,823.7 Associated companies 1,591.9 8.8 1.0 - - 428.9 - 2,030.6 Unallocated corporate assets 0.3

Total assets 10,221.1

Liabilities Segment liabilities 661.1 77.6 113.5 147.4 12.4 312.1 (478.3) 845.8 Interest bearing instruments 1,187.6 Unallocated corporate liabilities 237.0

Total liabilities 2,270.4

Other Disclosures - Capital expenditure 539.8 78.0 4.1 166.8 0.2 5.5 0.6 795.0 - Depreciation 189.9 7.8 7.3 50.1 0.6 9.2 - 264.9 - Write-off of goodwill arising on acquisition of additional interest in subsidiary/ associated companies 28.0 - - - - 33.1 - 61.1 - Other significant non-cash (charges)/ credits 5.2 0.4 - (1.8) - (53.4) - (49.6)

b) Secondary segment - by geographical location Capital Revenue Assets expenditure 2002 2001 2002 2001 2002 2001

Malaysia 3,403.4 3,009.5 7,933.4 7,124.7 483.2 794.6 Asia Pacific (excluding Malaysia) 52.6 45.4 1,013.5 879.4 0.7 0.4 Other countries 78.7 93.5 62.1 186.4 - -

3,534.7 3,148.4 9,009.0 8,190.5 483.9 795.0 Associated companies - - 2,431.2 2,030.6 - -

3,534.7 3,148.4 11,440.2 10,221.1 483.9 795.0

The Group is organised into five main business segments:

Leisure & Hospitality - this division includes the hotel, gaming and entertainment businesses, tours & travel related services and other support services.

Plantations - this division is involved mainly in oil palm plantations, palm oil milling and related activities.

Property - this division holds the real property assets of the Group and is involved in construction activities.

Paper - this division is involved in the manufacturing and trading of paper and paper related products and down stream activities involving packaging.

Oil & Gas - this division is involved in oil & gas exploration and sale of crude oil.

GENTING BERHAD ANNUAL REPORT 2002 49 5. SEGMENT ANALYSIS (Cont'd)

All other immaterial business segments including investments in equities and information technology support services are aggregated and disclosed under "Others" as they are not of a sufficient size to be reported separately. All intersegment sales are conducted on an arms length basis.

Geographically, the Group operates in Asia Pacific. The main business segments of the Group are concentrated in Malaysia. The Asia Pacific region (excluding Malaysia) mainly comprises of interest bearing investments.

6. REVENUE Group Company 2002 2001 2002 2001

Rendering of services: Leisure & hospitality 2,688.0 2,400.6 - - Rental and property management income 18.1 17.7 - - Fees from management and licensing services - - 301.5 266.2 Other services 11.4 9.6 4.9 4.4

Sale of goods: Sale of paper and paper related products 388.0 372.3 - - Sale of plantation produce 257.1 156.0 - - Sale of properties and progressive sales on property development projects 38.0 39.9 - - Sale of crude oil 51.4 43.7 - - Others 0.3 0.1 - -

Sale of investments 77.7 102.1 - - Dividend income 4.7 6.4 123.3 117.7

3,534.7 3,148.4 429.7 388.3

7. COST OF SALES Group Company 2002 2001 2002 2001

Included in cost of sales are the following: Cost of inventories recognised as an expense 594.3 507.5 - - Cost of investments disposed and related costs 70.2 157.3 - - Exploration costs written off - 107.1 - - Cost of services and other operating costs 1,271.2 1,119.6 49.0 27.7

1,935.7 1,891.5 49.0 27.7

50 ANNUAL REPORT 2002 GENTING BERHAD 8. PROFIT FROM ORDINARY ACTIVITIES BEFORE TAXATION

Profit from ordinary activities before taxation has been determined after inclusion of the following charges and credits :

Group Company 2002 2001 2002 2001 RM'000 RM'000 RM'000 RM'000

Charges: Depreciation of property, plant and equipment 279,807 264,900 1,720 2,007 Impairment of property, plant and equipment included in: - Cost of sales 3,494 - - - - Administration expenses 282 - - - - Other expenses 1,550 - - - Property, plant and equipment written off 11,828 2,781 - - Loss on disposal of investments 3,124 2,232 - - Net allowance for diminution in value of investments - 2,319 - - Investments written down 33,350 50,679 - - Net provision for retirement gratuities (Non-Directors) 20,599 - 912 - Replanting expenditure 7,499 8,601 - - Hire of equipment 8,131 8,360 - - Rental of land and buildings 3,453 6,670 - - Finance cost 67,938 77,596 - - Net exchange losses - realised 491 2,399 2 10 Net exchange losses/(gains) - unrealised 1,985 40 (77) 15 Allowance for bad and doubtful debts 6,646 870 23 - Write-off of goodwill arising on acquisition of additional interest in an associated company - 27,968 - - Write-off of goodwill arising on acquisition of additional interest in a subsidiary company - 33,153 - - Staff costs (including remuneration of Executive Directors) 489,576 392,148 49,021 27,710 Auditors' remuneration 924 816 28 23 Expenditure paid to subsidiary companies: - Rental of land and buildings - - 1,668 1,660 - Rental of equipment - - 711 546 - Service fees - - 893 895

Credits: Interest income 56,673 50,368 20,449 9,722 Gain on disposal of property, plant and equipment and real property assets 25,993 35,832 191 10 Rental income from land and buildings 39,879 27,177 - - Net write-back of provision for retirement gratuities (Non-Directors) - 796 - 312 Net write-back of allowance for diminution in value of investments 10,684 - - - Dividends (gross) from: - Quoted local companies 3,813 2,021 - - - Quoted foreign corporations 922 4,358 - - Income from subsidiary companies: - Management and licensing fees - - 301,320 266,158 - Gross dividends - - 123,282 117,703 - Interest income - - 35,137 51,397 - Shared services fees - - 4,391 3,781 - Royalty - - 207 100

Other information: Non-audit fees: - payable to auditors 84 22 4 3 - payable to firms affiliated to the auditors 2,464 484 - 157

Number of employees at year end (thousands) 16.9 15.2 0.1 0.1

GENTING BERHAD ANNUAL REPORT 2002 51 9. DIRECTORS' REMUNERATION Group Company 2002 2001 2002 2001 RM'000 RM'000 RM'000 RM'000

Non-Executive Directors*: Fees 262 169 192 139 Professional fees 264 240 264 240 Salary 165 157 - - Bonus 103 26 - - Allowance/contribution 146 83 66 60 Provision/(write-back) for retirement gratuities 127 (3) - - Estimated money value of benefits-in-kind (not charged to the income statements) 60 29 38 8

Executive Directors: Fees 518 450 240 225 Salaries 34,279 32,373 15,906 15,006 Bonus 31,639 7,476 14,823 3,542 Allowances/contributions 10,194 6,202 4,490 2,694 Provision/(write-back) for retirement gratuities 8,103 (3,116) 3,525 (1,682) Estimated money value of benefits-in-kind (not charged to the income statements) 307 275 69 80

86,167 44,361 39,613 20,312

* A Non-Executive Director of the Company receives salary and related benefits from an indirect subsidiary company by virtue of him being an Executive Director of the said indirect subsidiary company.

Remuneration of Directors of the Company, in respect of services rendered to the Company and its subsidiary companies is in the following bands: 2002 2001 Number

Amounts in RM'000 Non-Executive Directors: 50 and below 2 3 50 - 100 1 - 600 - 650 - 1 900 - 950 1 -

Executive Directors: 700 - 750 - 1 900 - 950 1 - 1,100 - 1,150 - 1 1,650 - 1,700 1 - 8,250 - 8,300 - 1 13,900 - 13,950 1 - 33,500 - 33,550 - 1 68,500 - 68,550 1 -

52 ANNUAL REPORT 2002 GENTING BERHAD 10. TAXATION Group Company 2002 2001 2002 2001

Current taxation charge: Malaysian income taxation charge 396.6 342.2 119.4 113.9 Foreign income taxation charge 0.1 0.7 - -

396.7 342.9 119.4 113.9

Deferred taxation charge 10.2 7.1 (0.8) 0.5 Share of taxation of associated companies 34.1 34.6 - -

441.0 384.6 118.6 114.4

Prior years' taxation: Income tax(over)/under provided (11.3) 8.2 - (0.5) Deferred tax under/(over) provided 23.0 (6.5) - -

452.7 386.3 118.6 113.9

The effective tax rate of the Group for the current financial year, before adjustments for prior period taxation, closely approximates the statutory tax rate. However, the effective tax rate is marginally higher after including the adjustment for prior period taxation.

The taxation charge of the Company for the current financial year as well as the previous financial year reflects approximately the statutory tax rate.

Subject to agreement by the Inland Revenue Board, the amount of unutilised tax losses of subsidiary companies available for which the related tax effects have not been recognised in the net income amounted to RM101.0 million as at the financial year end (2001: RM87.6 million). The amount of tax saving for which credit is recognised during the financial year is RM Nil (2001: RM 3.2 million).

Subject to agreement by the Inland Revenue Board, the Group has investment tax allowance of approximately RM1,378.1 million (2001: RM1,174.6 million) which is available for set off against future taxable profits of the Group.

11. EARNINGS PER SHARE

The basic and diluted earnings per share of the Group are computed as follows:

a) Basic earnings per share:

Basic earnings per share of the Group is calculated by dividing the net profit for the financial year by the weighted average number of ordinary shares in issue during the financial year.

2002 2001

Net profit for the financial year (RM'000) 761,381 453,644

Weighted average number of ordinary shares in issue 704,338,954 704,338,954

Basic earnings per share (sen) 108.10 64.41

GENTING BERHAD ANNUAL REPORT 2002 53 11. EARNINGS PER SHARE (Cont'd)

b) Diluted earnings per share:

For the diluted earnings per share calculation, the Group's net profit for the financial year is reduced by the lower consolidated earnings from subsidiaries, arising from the potential dilution of the Group's shareholdings in those subsidiaries that have issued potential ordinary shares that are dilutive to minority shareholders. The weighted average number of ordinary shares in issue of the Company is also adjusted to assume conversion of all dilutive potential ordinary shares issued by the Company.

Earnings adjusted as follows: 2002 2001 RM'000 RM'000

Net profit for the financial year 761,381 - Dilution of earnings on potential exercise of Employee Share Options ("ESOS") awarded to executives of Asiatic Development Berhad, a 54.9% owned subsidiary of the Company (225) - Dilution of earnings on potential exercise of ESOS awarded to executives of Resorts World Bhd, a 55.2% owned subsidiary of the Company (78) -

Adjusted earnings for the financial year 761,078 -

Weighted average number of ordinary shares adjusted as follows:

Weighted average number of ordinary shares in issue 704,338,954 - Adjustment for share options granted to executives of the Company 32 -

Adjusted weighted average number of ordinary shares in issue 704,338,986 -

Diluted earnings per share (sen) 108.06 N/A

12. DIVIDENDS 2002 2001 Gross Amount of Gross Amount of dividend dividend, dividend dividend, per share net of tax per share net of tax Sen RM million Sen RM million

Interim dividend paid 7.0 35.5 6.5 32.9 Proposed final dividend 13.5 68.5 12.5 63.4

20.5 104.0 19.0 96.3

At the forthcoming Annual General Meeting, a final dividend in respect of the financial year ended 31 December 2002 of 13.5 sen less 28% tax (2001: 12.5 sen less 28% tax) per ordinary share of 50 sen each amounting to RM68.5 million (2001: RM63.4 million) will be proposed for shareholders' approval. These financial statements do not reflect this final dividend which will be accrued as a liability upon approval by shareholders. This represents a change in accounting treatment from that of prior years as explained in Note 35.

54 ANNUAL REPORT 2002 GENTING BERHAD 13. PROPERTY, PLANT AND EQUIPMENT

Long Freehold Leasehold Plant, Freehold leasehold buildings buildings equipment Construction 2002 land and land and and and and in Group plantations plantations improvements improvements vehicles progress Total

At cost/valuation: Beginning of the financial year 415.8 453.2 2,837.8 214.1 2,245.1 261.2 6,427.2 Additions 23.1 134.3 16.9 2.7 123.7 183.2 483.9 Disposals (0.4) - (3.3) (5.0) (10.9) - (19.6) Written off - (0.3) (0.2) (10.7) (5.2) - (16.4) Reclassifications/transfers 2.7 6.0 171.8 (2.0) 156.1 (334.6) - Currency fluctuations - - 0.2 - 2.4 - 2.6 Others - - (11.8) (0.5) (10.2) (6.6) (29.1)

End of the financial year 441.2 593.2 3,011.4 198.6 2,501.0 103.2 6,848.6

Accumulated depreciation : Beginning of the financial year - (19.2) (388.1) (24.1) (1,274.4) - (1,705.8) Charge for the financial year - (3.6) (66.7) (4.7) (204.8) - (279.8) Disposals - - 2.2 1.6 5.9 - 9.7 Written off - - 0.1 1.1 3.4 - 4.6 Reclassifications/transfers - (0.9) (0.4) 0.2 0.2 - (0.9) Currency fluctuations - - (0.1) - (1.7) - (1.8) Others - - 0.1 0.5 11.5 - 12.1

End of the financial year - (23.7) (452.9) (25.4) (1,459.9) - (1,961.9)

Accumulated Impairment losses: Beginning of the financial year ------Charge for the financial year - - - - (5.3) - (5.3)

End of the financial year - - - - (5.3) - (5.3)

Net book value at end of the financial year 441.2 569.5 2,558.5 173.2 1,035.8 103.2 4,881.4

Comprising : Cost 109.7 550.5 2,815.9 198.6 2,489.6 103.2 6,267.5 At valuation : - 1981 117.2 - - - - - 117.2 - 1982 8.8 - 76.7 - 2.9 - 88.4 - 1983 106.3 - 2.3 - - - 108.6 - 1986 - - - - 8.5 - 8.5 - 1989 83.3 - 115.8 - - - 199.1 - 1991 - 34.0 0.7 - - - 34.7 - 1995 - 8.7 - - - - 8.7 - 1996 15.9 - - - - - 15.9

441.2 593.2 3,011.4 198.6 2,501.0 103.2 6,848.6

GENTING BERHAD ANNUAL REPORT 2002 55 13. PROPERTY, PLANT AND EQUIPMENT (Cont'd)

Long Freehold Leasehold Plant, Freehold leasehold buildings buildings equipment Construction 2001 land and land and and and and in Group plantations plantations improvements improvements vehicles progress Total

At cost/valuation: Beginning of the financial year 409.0 324.7 2,306.9 209.5 1,873.6 525.1 5,648.8 Additions 7.3 82.6 1.6 4.7 107.9 590.9 795.0 Disposals (1.9) (0.1) - - (6.8) - (8.8) Written off - - (1.9) (2.0) (4.6) - (8.5) Assets of companies acquired - 1.6 - - - - 1.6 Reclassifications/transfers 1.4 44.3 532.4 1.9 277.6 (857.2) 0.4 Currency fluctuations - - (0.2) - (1.9) - (2.1) Others - 0.1 (1.0) - (0.7) 2.4 0.8

End of the financial year 415.8 453.2 2,837.8 214.1 2,245.1 261.2 6,427.2

Accumulated depreciation : Beginning of the financial year - (15.9) (328.5) (18.2) (1,091.3) - (1,453.9) Charge for the financial year - (3.3) (61.3) (5.9) (194.4) - (264.9) Disposals - - - - 5.2 - 5.2 Written off - - 1.7 0.4 3.6 - 5.7 Assets of companies acquired ------Reclassifications/transfers - - - (0.4) - - (0.4) Currency fluctuations - - - - 1.7 - 1.7 Others - - - - 0.8 - 0.8

End of the financial year - (19.2) (388.1) (24.1) (1,274.4) - (1,705.8)

Net book value at end of the financial year 415.8 434.0 2,449.7 190.0 970.7 261.2 4,721.4

Comprising : Cost 84.0 410.5 2,642.3 214.1 2,233.7 261.2 5,845.8 At valuation : - 1981 117.4 - - - - - 117.4 - 1982 8.8 - 76.7 - 2.9 - 88.4 - 1983 106.4 - 2.3 - - - 108.7 - 1986 - - - - 8.5 - 8.5 - 1989 83.3 - 115.8 - - - 199.1 - 1991 - 34.0 0.7 - - - 34.7 - 1995 - 8.7 - - - - 8.7 - 1996 15.9 - - - - - 15.9

415.8 453.2 2,837.8 214.1 2,245.1 261.2 6,427.2

Fixed assets have been revalued by the Directors based upon valuations carried out by independent firms of professional valuers using the fair market value basis except for assets revalued in 1991, which were based on the values determined by a regulatory authority in connection with a restructuring exercise.

The net book value of the revalued assets of the Group would have amounted to RM320.2 million (2001: RM322.3 million) had such assets been stated in the financial statements at cost.

The net book value of property, plant and equipment in 2001 which were pledged by an indirect subsidiary company as security for redeemable fixed rate bonds issued amounted to RM114.3 million. As the bonds were fully redeemed on 6 February 2002, the pledge on these assets has been removed.

56 ANNUAL REPORT 2002 GENTING BERHAD 13. PROPERTY, PLANT AND EQUIPMENT (Cont'd)

Freehold Plant, buildings equipment Construction 2002 and and in Company improvements vehicles progress Total

Cost: Beginning of the financial year 8.8 16.0 0.4 25.2 Reclassifications/transfers - 0.4 (0.4) - Additions - 0.7 - 0.7 Disposals - (0.6) - (0.6) Written off - (1.1) - (1.1)

End of the financial year 8.8 15.4 - 24.2

Accumulated depreciation : Beginning of the financial year (4.6) (13.1) - (17.7) Charge for the financial year (0.3) (1.4) - (1.7) Disposals - 0.6 - 0.6 Written off - 1.1 - 1.1

End of the financial year (4.9) (12.8) - (17.7)

Net book value at end of the financial year 3.9 2.6 - 6.5

2001 Company

Cost : Beginning of the financial year 8.8 16.0 0.2 25.0 Reclassifications/ transfers - (0.3) - (0.3) Additions - 0.3 0.2 0.5

End of the financial year 8.8 16.0 0.4 25.2

Accumulated Depreciation : Beginning of the financial year (4.2) (11.8) - (16.0) Charge for the financial year (0.4) (1.6) - (2.0) Reclassifications/ transfers - 0.3 - 0.3

End of the financial year (4.6) (13.1) - (17.7)

Net book value at end of the financial year 4.2 2.9 0.4 7.5

14. REAL PROPERTY ASSETS Group 2002 2001

Land held for development: At cost 37.5 94.5 At valuation - 1981 7.5 7.5 At valuation - 1983 47.9 47.9 At valuation - 1989 163.1 164.6 At valuation - 1995 74.7 74.7 At valuation - 1996 39.4 40.3

370.1 429.5 Development expenditure 155.0 192.4

525.1 621.9

The bases of valuation of land held for development are consistent with those indicated in Note 13.

GENTING BERHAD ANNUAL REPORT 2002 57 15. SUBSIDIARY COMPANIES Company 2002 2001

Investment in subsidiary companies: Quoted shares in Malaysia - at cost 569.7 569.7 Unquoted shares - at cost 1,417.7 1,417.7

1,987.4 1,987.4

Market value of quoted shares 6,217.6 4,168.1

Long term receivable from a subsidiary company (refer Note 21) 371.9 374.9

Current receivables/payables : Amount due from subsidiary companies - interest bearing 96.7 166.9 - interest free 165.4 169.7

262.1 336.6

Amount due to subsidiary companies - interest free 47.2 31.8

The long term receivable from a subsidiary company represents a loan extended by the Company to Resorts World Bhd ("RWB"), a 55.2% owned subsidiary of the Company in 2001, to part-finance its investment in Star Cruises Limited, a 34.4% owned associated company of RWB. It is unsecured and bears interest at 1.0% (2001: 1.0%) per annum above the base lending rate of a leading local bank. The amount is to be repaid fully in the year 2004.

The amount due from subsidiary companies, included in current receivables, is unsecured and has no fixed repayment terms. The interest bearing balances bear interest at rates ranging from 2.0% to 7.4% (2001: 6.7% to 7.7%) per annum.

The subsidiary companies are listed in Note 37.

16. ASSOCIATED COMPANIES Group 2002 2001

Quoted - at cost: Shares in foreign corporation, less goodwill written off 1,777.6 1,575.6 Group's share of post acquisition reserves 132.7 16.3

1,910.3 1,591.9

Unquoted - at cost: Shares in Malaysian companies 10.1 10.1 Group's share of post acquisition reserves 510.8 428.6

520.9 438.7

Amount due from associated companies 7.1 8.4 Less: Balance included in long term receivables (refer Note 21) (5.9) (6.9) Balance included in current assets (1.2) (1.5)

- -

2,431.2 2,030.6

Represented by: Share of net assets, other than goodwill of associated companies 2,431.2 2,030.6

Market value of quoted shares 1,866.1 2,089.9

The amount due from associated companies represents outstanding amounts arising from inter-company sales and purchases, advances and payments made on behalf of associated companies. The amounts due are unsecured and interest free and those amounts included under long term receivables are not repayable within the next twelve months.

The associated companies are listed in Note 37.

58 ANNUAL REPORT 2002 GENTING BERHAD 17. OTHER LONG TERM INVESTMENTS Group 2002 2001

Quoted shares in foreign corporations, at cost 8.3 8.3 Less : Amounts written down to-date (8.0) (8.0)

0.3 0.3

Unquoted shares in Malaysian companies, at cost 4.1 3.6 Less : Amounts written down to-date (0.9) -

3.2 3.6

Other unquoted investment outside Malaysia, at cost 44.6 3.0 Less: Amounts written down to-date (32.5) -

12.1 3.0

15.6 6.9

The market value of the Group's investments in foreign quoted shares amounted to RM0.4 million (2001: RM0.5 million). For the balance of unquoted shares which are carried in the financial statements, it was not practicable within the constraints of cost to estimate reliably the fair values as there are no comparable securities that are traded.

18. DEFERRED TAXATION Group Company 2002 2001 2002 2001

Comprise the tax effects of: Excess of capital allowances over depreciation (91.0) (55.9) (0.4) (0.5) Timing differences arising from provisions 42.5 40.6 18.4 17.7

Net deferred tax (liability)/asset (48.5) (15.3) 18.0 17.2

The "Net deferred tax liability" of the Group as of 31 December 2002 represents a deferred tax asset for RM18.0 million and deferred tax liability of RM66.5 million.

Subject to agreement by the Inland Revenue Board, the Group has potential tax benefits, of which the tax effects not taken up in the financial Group Company statements are as follows: 2002 2001 2002 2001

Unutilised tax losses 28.3 24.5 - - Unutilised capital allowances 177.5 131.9 - -

205.8 156.4 - -

The tax effects relating to the increase in the carrying values of certain revalued assets are not disclosed as there is no intention to dispose of these assets in the foreseeable future.

GENTING BERHAD ANNUAL REPORT 2002 59 19. PROPERTY DEVELOPMENT Group 2002 2001

Land held for development: At cost - 1.5 At valuation - 1983 1.3 1.2 At valuation - 1995 - 8.5 At valuation - 1996 21.5 21.8

22.8 33.0 Development expenditure 86.4 112.0 Attributable profits 4.1 7.4 Progress billings (26.4) (34.9)

86.9 117.5

20. INVENTORIES Group 2002 2001

At cost: Raw materials 27.4 29.6 Stores and spares 63.9 57.7 Food, beverages and other hotel supplies 7.7 6.7 Produce stocks and finished goods 25.6 16.9 Completed properties 126.4 102.2

251.0 213.1 At net realisable value: Completed properties 0.7 0.1

251.7 213.2

60 ANNUAL REPORT 2002 GENTING BERHAD 21. TRADE AND OTHER RECEIVABLES Group Company 2002 2001 2002 2001

Current: Trade debtors 157.5 136.1 - - Other debtors 80.9 76.4 1.0 1.0 Less : Allowance for doubtful debts (10.9) (5.6) (0.1) (0.1)

227.5 206.9 0.9 0.9 Deposits 57.4 23.6 0.5 0.6 Prepayments 28.3 17.2 - -

313.2 247.7 1.4 1.5 Non-current: Trade debtors 12.1 11.6 - - Amount due from associated company (refer Note 16) 5.9 6.9 - - Amount due from subsidiary company (refer Note 15) - - 371.9 374.9 Other debtors 2.2 0.5 - -

20.2 19.0 371.9 374.9

333.4 266.7 373.3 376.4

The maturity profile for non-current receivables are as follows: Group Company 2002 2001 2002 2001

More than one year and less than two years 5.9 - 371.9 - More than two years and less than five years 13.8 19.0 - 374.9 More than 5 years 0.5 - - -

20.2 19.0 371.9 374.9

The fair values of trade and other receivables closely approximate their book values.

Included in other debtors of the Group are housing and other loans extended to certain executive directors of the Group amounting to RM1.0 million (2001: RM1.5 million). The loans consist of an interest free loan amounting to RM0.2 million (2001: RM0.7 million) and interest bearing loans amounting to RM0.8 million (2001: RM0.8 million). The interest bearing loans carry interest rates of approximately 4% (2001: 4% ) per annum. Credit terms offered by the Group in respect of trade receivables range from 14 days to 120 days from date of invoice.

22. SHORT TERM INVESTMENTS Group Company 2002 2001 2002 2001

Quoted - at cost: Shares in Malaysian companies 84.2 84.2 - - Shares in foreign corporations 86.5 164.3 - -

170.7 248.5 - - Less : Allowance for diminution in value of investments (41.8) (52.5) - -

128.9 196.0 - - Unquoted - at cost: Money market instruments (refer Note 23) 1,140.5 688.4 692.9 395.5

1,269.4 884.4 692.9 395.5

Market value of quoted shares: - Malaysian companies 84.3 77.0 - - - Foreign corporations 48.2 120.5 - -

132.5 197.5 - -

Investment in money market instruments comprise of negotiable certificates of deposit and bankers' acceptances.

GENTING BERHAD ANNUAL REPORT 2002 61 23. CASH AND CASH EQUIVALENTS Group Company 2002 2001 2002 2001

Deposits with licensed banks 1,328.3 1,030.5 140.3 142.7 Deposits with finance companies 119.8 93.4 67.3 53.3 Cash and bank balances 178.2 233.1 3.2 5.3

Bank balances and deposits 1,626.3 1,357.0 210.8 201.3

Add : Money market instruments (refer Note 22) 1,140.5 688.4 692.9 395.5

Bank balances, deposits and money market instruments 2,766.8 2,045.4 903.7 596.8 Less: Bank overdrafts (refer Note 25) (0.1) (2.3) - -

Cash and cash equivalents 2,766.7 2,043.1 903.7 596.8

The currency exposure profile and weighted average interest rates of the bank balances, deposits and money market instruments as at 31 December 2002 are as follows: Group Company Effective Effective Currency interest Currency interest Profile rates Profile rates

Ringgit Malaysia 1,775.4 2.94 903.2 2.94 US Dollars 958.7 1.24 - - Renminbi 24.9 - - - Singapore Dollar 5.1 0.45 - - Euro 1.9 2.80 0.5 2.80 Other foreign currencies 0.8 - - -

2,766.8 903.7

The deposits of the Group and Company as at 31 December 2002 have maturity periods ranging between overnight and one month. Cash and bank balances of the Group and Company are held at call.

Included in deposits with licensed banks for the Group is an amount of RM15.0 million (2001 : RM9.8 million) deposited by an indirect subsidiary company into various Housing Development Accounts in accordance with Section 7(A) of the Housing Developers (Control and Licensing) Act 1966. This amount is available for use by the said subsidiary company for the payment of property development expenditure.

Deposits of an indirect subsidiary company amounting to RM4.4 million (2001 : RM 4.1 million) have been pledged as security for its bank overdraft facilities.

24. TRADE AND OTHER PAYABLES Group Company 2002 2001 2002 2001

Trade creditors 177.7 99.0 - - Accrued expenses 189.1 366.5 12.3 7.2 Interest payable 9.9 11.5 - - Deposits 27.9 28.5 - - Other creditors 133.3 153.2 3.1 3.1

537.9 658.7 15.4 10.3

Included in other creditors and accrued expenses of the Group are progress billings payable and accruals for capital expenditure relating to construction of new hotel, upgrading of resorts infrastructure and balance of purchase consideration for land acquisition amounting to RM53.4 million (2001: RM157.5 million).

Credit terms available to the Group range from 7 days to 90 days from date of invoice.

62 ANNUAL REPORT 2002 GENTING BERHAD 25. BORROWINGS Group 2002 2001

Current Term Loans/Euro Medium Term Notes - US Dollar - unsecured 252.1 - Euro Medium Term Notes - Singapore Dollar - unsecured 221.6 - Term loans - unsecured 39.0 - Redeemable fixed rate bonds - secured - 82.0 Bankers' acceptances - unsecured - 15.5 Bank overdrafts - Australian Dollar - unsecured 0.1 - - Singapore Dollar - secured - 2.3

512.8 99.8

Non-current Term Loans/Euro Medium Term Notes - US Dollar - unsecured 809.4 858.8 Euro Medium Term Notes - Singapore Dollar - unsecured - 220.4 Term loan - unsecured 115.0 - Other advances - unsecured 5.4 5.4

929.8 1,084.6

1,442.6 1,184.4

The weighted average interest rates (%) per annum before and after interest rate swaps ("IRS") are as follows:

2002 2001 Before IRS After IRS Before IRS After IRS

Effective during the year: US Dollar Term Loans/Euro Medium Term Notes 3.1 5.4 4.8 5.9 Long term loan 4.7 4.7 -- Short term loans 3.8 3.8 -- Redeemable fixed rate bonds --8.6 8.6 Bankers' acceptances --3.2 3.2 Bank overdrafts 8.2 8.2 6.5 6.5 Other advances 7.4 7.4 7.6 7.6

As at 31 December: US Dollar Term Loans/Euro Medium Term Notes 3.1 5.1 3.6 5.7 Long term loan 4.7 4.7 -- Short term loans 3.9 3.9 -- Redeemable fixed rate bonds --8.6 8.6 Bankers' acceptances --3.3 3.3 Bank overdrafts 8.5 8.5 6.5 6.5 Other advances 7.4 7.4 7.4 7.4

The maturity profile and exposure of borrowings of the Group to interest rate risk are as follows: Borrowings Floating Fixed Interest rate Interest rate

As at 31 December 2002: Before interest rate swaps: Less than one year 276.2 236.6 More than one year and less than two years 55.8 50.0 More than two years and less than five years 759.0 65.0

After interest rate swaps: Less than one year 100.4 412.4 More than one year and less than two years 55.8 50.0 More than two years and less than five years 379.0 445.0

GENTING BERHAD ANNUAL REPORT 2002 63 25. BORROWINGS (Cont'd) Borrowings Floating Fixed Interest rate Interest rate

As at 31 December 2001: Before interest rate swaps: Less than one year 17.8 82.0 More than one year and less than two years 256.2 220.4 More than two years and less than five years 608.0 -

After interest rate swaps: Less than one year 17.8 82.0 More than one year and less than two years 256.2 220.4 More than two years and less than five years 129.2 478.8

As at 31 December 2002, the exposure of the borrowings of the Group to interest rate changes and the periods in which the borrowings reprice are as follows:

Repricing periods

More than More than More than 3 months and 1 year and 2 years and 1 to 3 less than less than less than Total months 1 year 2 years 5 years

Total borrowings 1,442.6 1,067.0 260.6 50.0 65.0 Movements in repricing periods due to interest rate swaps - (555.8) 175.8 - 380.0

1,442.6 511.2 436.4 50.0 445.0

Fair values of the borrowings as at 31 December 2002 are as follows: - Current 512.8 - Non-current 932.4

The redeemable fixed rate secured bonds issued by an indirect subsidiary company under a bond facility fully underwritten by a bank was fully redeemed on 6 February 2002.

Other unsecured long term advances represent advances from a minority shareholder in an indirect subsidiary company. Interest payable on the advances amounting to RM0.4 million (2001: RM0.4 million) has been waived.

26. SHARE CAPITAL 2002 2001

Authorised : 1,600 million ordinary shares of 50 sen each 800.0 800.0

Issued and fully paid: 704.4 million (2001 : 704.4 million) ordinary shares of 50 sen each 352.2 352.2

As at 31 December 2002, the Company has 679,000 (2001 : 3,371,000) unissued ordinary shares of 50 sen each outstanding under The Genting Employees' Share Option Scheme for Executives ("Previous ESOS"). The outstanding options granted under the Previous ESOS in previous financial years are exercisable as follows: Number of Exercisable Period Subscription unissued shares Price per share in thousands From To RM 2002 2001

15 December 1999 15 December 2004 19.80 679 3,317

At an Extraordinary General Meeting ("EGM") of the Company held on 21 February 2002, the shareholders of the Company approved The Executive Share Option Scheme for Eligible Executives of the Company and its subsidiaries ("New ESOS").

64 ANNUAL REPORT 2002 GENTING BERHAD 26. SHARE CAPITAL (Cont'd)

The New ESOS became effective on 12 August 2002 for a duration of 10 years terminating on 11 August 2012. The Option Holders of the previous ESOS who participated in the New ESOS have relinquished their outstanding option under the previous ESOS.

On 2 September 2002 and 29 November 2002, options were granted pursuant to the New ESOS and the outstanding options of 7,052,000 unissued ordinary shares of 50 sen each are exercisable as follows:

Exercisable Period Subscription Number of Price per share unissued shares From To RM in thousands

03 September 2004 11 August 2012 14.34 6,988 30 November 2004 11 August 2012 13.08 64

The option granted can only be exercised by the Grantee in the third year from the date of offer and the number of new shares comprised in the option which a Grantee can subscribe for from the third year onwards shall at all times be subject to the following maximum percentage of new shares comprised in the options:

Year 1 Year 2 Year 3 Year 4 Year 5

- - 12.5% rounded 12.5% rounded 12.5% rounded up to the next up to the next up to the next 1,000 shares 1,000 shares 1,000 shares

Year 6 Year 7 Year 8 Year 9 Year 10

12.5% rounded 12.5% rounded 12.5% rounded 12.5% rounded 12.5% or up to the next up to the next up to the next up to the next balance of all 1,000 shares 1,000 shares 1,000 shares 1,000 shares options allotted

27. RESERVES Group Company 2002 2001 2002 2001

Non-Distributable Reserves: Share Premium 97.8 97.8 97.8 97.8 Revaluation Reserves 382.2 383.9 - - Exchange Differences 57.4 49.5 - -

Distributable Reserves: Unappropriated Profit (refer note 35) 5,581.0 4,916.8 2,951.7 2,740.7

6,118.4 5,448.0 3,049.5 2,838.5

Based on the prevailing tax rate applicable to dividends, the estimated tax credit position is sufficient to frank approximately RM2,180.6 million (2001: RM1,965.1 million) of the Company's unappropriated profit if distributed by way of dividends without additional tax liabilities being incurred.

In addition, the Company has tax exempt income as at 31 December 2002, available to frank as tax exempt dividends arising from the Promotions of Investment Act, 1986 and the Income Tax (Amendment) Act 1999, relating to tax on income earned in 1999 being waived, amounting to approximately RM489.8 million (2001: RM480.7 million). The estimated tax credit and tax exempt income are subject to agreement by the Inland Revenue Board. Taking into consideration the tax credit and tax exempt income as at 31 December 2002, a tax liability of approximately RM78.8 million (2001: RM64.8 million) would be incurred should all the unappropriated profit of the Company be distributed as dividends.

GENTING BERHAD ANNUAL REPORT 2002 65 28. PROVISION FOR RETIREMENT GRATUITIES Group Company 2002 2001 2002 2001

Beginning of the financial year 175.6 179.8 67.7 69.7 Charge for the financial year 31.9 2.4 4.5 - Write-back of provision (3.1) (6.3) - (2.0) Payments during the financial year (0.3) (0.3) - -

End of the financial year 204.1 175.6 72.2 67.7

29. OTHER LIABILITIES Group 2002 2001

Advance membership fees 24.9 19.7 Unearned premiums 0.1 0.3

25.0 20.0

The advance membership fees relate to fees received on sale of time-share units by an indirect subsidiary company offering a time-share ownership scheme. These fees are recognised as income over the next twenty four years from commencement of membership. Unearned premiums relate to premiums for policies with unexpired risks.

30. FINANCIAL INSTRUMENTS

As at the end of the current financial year, the Group has the following financial instruments:

a) Borrowings

The Group has the following borrowings as disclosed in Note 25:

i) Foreign currency borrowings

Maturity Foreign currency (Mil) Equivalent RM (Mil) Currency Start date dates Hedged Unhedged Total Total

Singapore Dollar 26/05/2000 26/05/2003 100.0 - 100.0 221.6 US Dollar 16/06/2000 16/06/2003 26.0 - 26.0 99.4 US Dollar 25/04/2001 25/04/2003 40.0 - 40.0 152.7 US Dollar 25/04/2001 25/04/2005 to 25/04/2006 - 160.0 160.0 608.0 US Dollar 27/11/2002 21/11/2004 to 27/11/2007 - 53.0 53.0 201.4 Australian Dollar - On demand - 0.04 0.04 0.1

Total 1,283.2

The Singapore Dollar ("SGD") and US Dollar ("USD") borrowings as shown above, which are obtained by subsidiaries of Resorts World Bhd ("RWB"), a 55.2% owned subsidiary of the Company, are guaranteed by RWB. These borrowings are repayable in full on the respective maturity dates.

The Group entered into two Cross Currency Swap ("CCS") agreements, the first on the start date of the SGD borrowing and the second on 3 August 2000. The effect of the two CCS agreements is to convert the SGD borrowing into a fixed rate USD58.0 million liability. The swaps terminate on the maturity of the borrowing, which is 26 May 2003.

A portion of the USD borrowings, including the USD58.0 million liability, was subsequently hedged into Ringgit Malaysia using forward foreign exchange contracts. These contracts amounting to RM473.7 million have been included in the outstanding forward foreign exchange contracts in Note (c) below. The foreign currency exposure has been hedged to the extent permitted by the Central Bank’s exchange control regulations.

The fair value of the outstanding CCS agreements of the Group which has not been recognised at the balance sheet date was an unfavourable net position of RM4.6 million.

66 ANNUAL REPORT 2002 GENTING BERHAD 30. FINANCIAL INSTRUMENTS (Cont'd)

a) Borrowings (Cont'd)

ii) Local currency borrowings

Start date Maturity dates Equivalent RM (Mil) 11/09/2002 11/09/2003 15.0 14/08/2002 14/08/2004 50.0 14/08/2002 14/08/2005 55.0 29/08/2002 28/02/2006 10.0 25/10/2002 24/04/2003 24.0 24/07/1995 not specified 5.4

Total 159.4

b) Interest Rate Swaps ("IRS")

The Group has entered into IRS contracts to manage the exposure of its borrowings to interest rate risks. With the IRS agreements, the Group receives interest at floating rate based on three months SIBOR or LIBOR and pays interest at fixed rates on the agreed notional principal amounts.

As at the current financial year end, the terms and notional principal amounts of the outstanding interest rate swap contracts of the Group are as follows:

USD Equivalent (Mil) RM (Mil)

Within one year 46.0 175.8 More than one year and less than 5 years 100.0 380.0

146.0 555.8

The effect of the above interest rate swaps is to effectively fix the interest rate payable on part of the foreign currencies borrowings mentioned in Note (a) above.

The fair value of the outstanding interest rate swap contracts of the Group which has not been recognised at the balance sheet date was an unfavourable net position of RM33.2 million.

c) Forward Foreign Exchange Contracts

As at the end of the financial year, the outstanding forward foreign exchange contracts are as follows:

Contract Amounts Equivalent Currency Transaction dates Expiry Dates (Mil) RM(Mil)

USD 04/04/02 to 02/10/02 27/01/03 to 25/07/03 134.3 513.3 EUR 30/08/02 to 27/12/02 01/01/03 to 28/02/03 0.8 2.9

As foreign currency contracts are entered into to cover the Group’s commitments in foreign currencies, the contracted rates will be used to translate the underlying foreign currency transactions into Ringgit Malaysia. The above contracts are entered into with licensed banks.

The fair value of the forward foreign currency contracts of the Group which has not been recognised at the balance sheet date was an unfavourable net position of RM83,000.

31. CONTINGENT LIABILITIES

As at the end of the financial year, unsecured bank guarantees of RM4.1 million (2001: RM3.5 million) were given by an indirect subsidiary company in relation to a property development project that was previously undertaken by the subsidiary until the disposal of the development property during the financial year. The Directors of the subsidiary company do not expect any loss to arise in respect of these guarantees. The purchaser of the development property has agreed to indemnify the subsidiary against all losses arising out of the bank guarantees and the subsidiary company is in the process of discharging itself from the guarantees.

GENTING BERHAD ANNUAL REPORT 2002 67 32. CAPITAL COMMITMENTS Group 2002 2001

Authorised capital expenditure not provided for in the financial statements: - contracted 607.8 169.1 - not contracted 492.9 111.5

1,100.7 280.6

Analysed as follows: - Property, plant and equipment 743.1 236.3 - Investments 352.4 44.3 - Others 5.2 -

1,100.7 280.6

33. SIGNIFICANT NON-CASH TRANSACTIONS

During the financial year, the Singapore Dollar borrowing and a portion of the US Dollar borrowings obtained by an indirect subsidiary company amounting to RM473.7 million were reclassified from long term borrowings to short term borrowings as they are due to be fully repaid in 2003.

34. SIGNIFICANT RELATED PARTY TRANSACTIONS AND BALANCES

In the normal course of business, the Company and the Group undertakes on agreed terms and prices, transactions with its related companies and other related parties.

In addition to related party disclosures mentioned elsewhere in the financial statements, set out below are other significant related party transactions and balances. The related party transactions listed below were carried out on terms and conditions obtainable in transactions with unrelated parties unless otherwise stated. 2002 2001 A) Rendering of services:

a) i) Reimbursements by Genting International PLC, a 62.2% owned subsidiary of the Company 1.4 1.0 to Star Cruises (HK) Ltd and Star Cruise Management Ltd, both wholly owned subsidiary companies of Star Cruises Limited, ("Star Cruises"), a corporation in which the Group has an effective 19.0% ownership interest, for expenses incurred in maintaining representative offices in China, Taiwan, Bangkok and India.

ii) Air ticketing and transportation services rendered by Resorts World Tours Sdn Bhd, a 3.1 3.8 wholly owned subsidiary of Resorts World Bhd ("RWB"), which in turn is a 55.2% owned subsidiary of the Company to Star Cruises.

Tan Sri Lim Goh Tong, the Chairman and Chief Executive of the Company is also a shareholder of Star Cruises and a preference unit holder of the Golden Hope Unit Trust ("GHUT") which is a substantial (49.7%) shareholder of Star Cruises and of which Golden Hope Limited ("GHL") is acting as its trustee and has a deemed interest in the units of the GHUT by virtue of being a beneficiary of a discretionary trust which holds the units in the GHUT.

Tan Sri Lim Kok Thay, the Managing Director of the Company is also the Chairman, President and Chief Executive of Star Cruises and a shareholder, and has a call option to acquire shares in Star Cruises; and a preference unit holder of the GHUT which is a substantial (49.7%) shareholder of Star Cruises and of which GHL is acting as its trustee and has a deemed interest in the units of the GHUT by virtue of being a beneficiary of a discretionary trust which holds the units in the GHUT. He is also a director of GHL.

68 ANNUAL REPORT 2002 GENTING BERHAD 34. SIGNIFICANT RELATED PARTY TRANSACTIONS AND BALANCES (Cont'd)

A) Rendering of services: (Cont'd) 2002 2001

b) Rental of premises by RWB to Oriregal Creations Sdn Bhd ("Oriregal"). Puan Sri Lim (nee 1.3 1.2 Lee) Kim Hua, the spouse of Tan Sri Lim Goh Tong is a director and substantial shareholder of Oriregal.

Rental of space to third parties is negotiated based on, amongst other factors, space, size, location and nature of businesses operated by the tenants. Businesses operated by Oriregal provide basic shopping facilities to visitors and basic canteen facilities primarily catered to staff working at Genting Highlands Resort. These facilities have been long established and the rentals have been negotiated on this basis taking into account the other aforementioned factors.

The rental charges to Oriregal are transacted at commercial rates except for the rental of premises at the Resort Hotel which is 23% lower than similar premises as they are located at a lower traffic area.

c) Progress payments made by Asiatic Land Development Sdn Bhd, a wholly owned subsidiary 15.5 22.8 company of Asiatic Development Berhad ("ADB"), a 54.9% owned subsidiary of the Company, to the constructor, Kien Huat Development Sdn Bhd, a company in which Datuk Lim Chee Wah, a son of Tan Sri Lim Goh Tong and a brother of Tan Sri Lim Kok Thay, is a director and has deemed substantial financial interest, for the development of properties in Kulai, Johor. The progress payments include fees and reimbursables totalling RM0.6 million (2001: RM1.0 million).

d) Letting of office space and provision of connected services by Oakwood Sdn Bhd, a wholly 2.3 2.6 owned subsidiary of the Company to Southern Bank Berhad, a company in which Dato' Tan Teong Hean, a son-in-law of Tan Sri Lim Goh Tong and a brother-in-law of Tan Sri Lim Kok Thay, is a director and substantial shareholder.

e) Provision by PC Installation & Contracting Sdn Bhd ("PC") to Genting Sanyen Industrial 0.5 20.3 Paper Sdn Bhd, a 97.7% owned subsidiary of the Company, of mechanical and electrical services.Tun Mohammed Hanif bin Omar, the Deputy Chairman of the Company is the father-in-law of Encik Ibrahim bin Othman who is an Executive Director and shareholder of PC.

B) Loan to Director:

Genting International Properties Limited, a wholly owned subsidiary of Genting International 2.6 - PLC, which in turn is a 62.2% owned subsidiary of the Company granted a temporary unsecured bridging loan facility to Justin Tan Wah Joo, the Executive Director and Executive Vice-President - Leisure & Hospitality, Resorts World Bhd, a 55.2% owned subsidiary of the Company.

The bridging loan was for acquiring a house and was extended for a period of 91 days at the rate of 4.75% per annum. This loan was fully repaid during the financial year.

GENTING BERHAD ANNUAL REPORT 2002 69 35. PRIOR PERIOD ADJUSTMENT

During the financial year, the Group changed its accounting policy in respect of the recognition of dividends proposed or declared after the balance sheet date in compliance with Malaysian Accounting Standards Board No. 19 - Events After The Balance Sheet Date. Consequently, dividends proposed by Directors after the balance sheet date are no longer recognised as a liability at the balance sheet date. The dividends will be accrued as a liability when the obligation to pay is established.

The change in this accounting policy has been applied retrospectively and prior period comparatives have been adjusted as follows: As Effect of previously change As reported in policy restated

Group: At 31 December 2001: - Unappropriated profit 4,853.4 63.4 4,916.8 - Proposed final dividend 63.4 (63.4) -

Company: At 31 December 2001: - Unappropriated profit 2,677.3 63.4 2,740.7 - Proposed final dividend 63.4 (63.4) -

The above restatement of the Group's unappropriated profit for the financial year ended 31 December 2001 has the effect of increasing the Net Tangible Assets Per Share from RM8.14 to RM8.23.

36. SIGNIFICANT EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE

Subsequent to the financial year ended 31 December 2002, the following interdependent proposals were completed on 1 March 2003:

i) Asiatic Land Development Sdn Bhd, a wholly-owned subsidiary company of Asiatic Development Berhad, which in turn is a 54.9% owned subsidiary of the Company had on 11 October 2002 entered into a Conditional Share Sale Agreement on the proposed acquisition of the remaining 30% equity interest in Asiatic Indahpura Development Sdn Bhd ("AIDSB") for a total purchase consideration of RM77.3 million ("the Proposed Share Acquisition"). The Proposed Share Acquisition resulted in a goodwill of approximately RM49.7 million and the Group's share of which would amount to RM27.3 million; and

ii) AIDSB had on 11 October 2002 entered into a Conditional Land Sale Agreement on the proposed disposal of 953 acres of land located at Mukim Senai-Kulai, Daerah Johor Bahru, Johor Darul Takzim for a total sale consideration of RM82.7 million ("the Proposed Land Disposal"). The Proposed Land Disposal resulted in a net profit after minority interest of approximately RM22.1 million.

The Proposed Share Acquisition and the Proposed Land Disposal does not have any material impact on the net tangible assets of the Group for the financial year ended 31 December 2002 and is not expected to have any material effect on the earnings of the Group for the financial year ended 31 December 2003.

70 ANNUAL REPORT 2002 GENTING BERHAD 37. SUBSIDIARY AND ASSOCIATED COMPANIES

Effective Percentage Of Country of Ownership Incorporation Principal Activities 2002 2001

Direct Subsidiary Companies Asiatic Development Berhad 54.9 54.9 Malaysia Plantations E-Genting Holdings Sdn Bhd 100.0 100.0 Malaysia Supplier of information technology products and services and investment holding GB Credit & Leasing Sdn Bhd 69.5 69.5 Malaysia Leasing and money lending + Genting Equities (Hong Kong) Limited 100.0 100.0 Hong Kong Investments Genting Highlands Tours and 100.0 100.0 Malaysia Letting of land and premises Promotion Sdn Bhd Genting Hotel & Resorts Management 100.0 100.0 Malaysia Management services Sdn Bhd + Genting International Paper 100.0 100.0 Isle of Man Investment holding Holdings Limited Genting (Labuan) Limited 100.0 100.0 Labuan, Off-shore captive insurance Malaysia Genting Management and 100.0 100.0 Malaysia Management services Consultancy Services Sdn Bhd + Genting Overseas Holdings Limited 100.0 100.0 Isle of Man Investment holding Maxitage Sdn Bhd 100.0 100.0 Malaysia Investments Oakwood Sdn Bhd 100.0 100.0 Malaysia Property investment and management Resorts World Bhd 55.2 55.2 Malaysia Resort, hotel and gaming operations + Resorts World Bhd (Hong Kong) 100.0 100.0 Hong Kong Dormant Limited + Resorts World (Singapore) Pte Ltd 100.0 100.0 Singapore Dormant Genting Assets Management - 100.0 Malaysia Deregistered Services Sdn Bhd Genting Aviation Sdn Bhd - 100.0 Malaysia Deregistered + Genting Bhd (Hong Kong) Limited 100.0 100.0 Hong Kong Pre-operating Genting Industries Sdn Bhd 100.0 100.0 Malaysia Pre-operating Genting Permata Sdn Bhd 100.0 100.0 Malaysia Pre-operating Genting Plantations Sdn Bhd 100.0 100.0 Malaysia Pre-operating Genting Realty Sdn Bhd - 100.0 Malaysia Deregistered Genting Resorts World Sdn Bhd 100.0 100.0 Malaysia Pre-operating Genting Sanyen Newsprint Sdn Bhd 100.0 100.0 Malaysia Pre-operating + Genting (Singapore) Pte Ltd 100.0 100.0 Singapore Pre-operating + Resorts World Limited 100.0 100.0 Hong Kong Pre-operating Sri Highlands Express Sdn Bhd 100.0 100.0 Malaysia Pre-operating

Indirect Subsidiary Companies ADB (Sarawak) Palm Oil Mill 54.9 54.9 Malaysia Provision of palm oil mill Management Sdn Bhd management services + Adriana Limited 62.2 62.2 Isle of Man Investment holding Amalgamated Rubber (Penang) 54.9 54.9 Malaysia Investments Sdn Bhd AR Property Development Sdn Bhd 54.9 54.9 Malaysia Plantations Asiatic Golf Course (Sg Petani) Bhd 54.9 54.9 Malaysia Golf course operation Asiatic Indahpura Development 38.4 38.4 Malaysia Property development Sdn Bhd Asiatic Land Development Sdn Bhd 54.9 54.9 Malaysia Property development + Asiatic Overseas Limited 54.9 54.9 Isle of Man Investments Awan Ria (M) Sdn Bhd 97.7 97.7 Malaysia Investment holding Awana Hotels & Resorts Management 100.0 100.0 Malaysia Management services Sdn Bhd Awana Vacation Resorts Development 55.2 55.2 Malaysia Proprietary timeshare ownership Berhad scheme Ayer Item Oil Mill Sdn Bhd 54.9 54.9 Malaysia Fresh fruit bunches processing + Azzon Limited 54.9 54.9 Isle of Man Investments Bandar Pelabuhan Sdn Bhd 33.1 33.1 Malaysia Investment holding + Coveyork Pty Ltd 95.0 95.0 Australia Oil & gas exploration

GENTING BERHAD ANNUAL REPORT 2002 71 37. SUBSIDIARY AND ASSOCIATED COMPANIES (Cont'd)

Effective Percentage Of Country of Ownership Incorporation Principal Activities 2002 2001

Delquest Sdn Bhd 55.2 55.2 Malaysia Investments E-Genting Sdn Bhd 100.0 100.0 Malaysia Provision of information technology services and consultancy First World Hotels & Resorts Sdn Bhd 55.2 55.2 Malaysia Hotel business Genasa Sdn Bhd 55.2 55.2 Malaysia Sale and letting of apartment Genting Administrative Services Sdn Bhd 55.2 55.2 Malaysia Investment holding + Genting Australia Investments 62.2 62.2 Australia Property development Holding Pty Ltd + Genting Australia Pty Ltd 62.2 62.2 Australia Management services Genting Centre of Excellence Sdn Bhd 38.6 38.6 Malaysia Training services Genting Entertainment Sdn Bhd 55.2 55.2 Malaysia Show agent Genting Golf Course Bhd 55.2 55.2 Malaysia Condotel & hotel business, golf resort and property development Genting Highlands Berhad 55.2 55.2 Malaysia Land and property development Genting Information Knowledge 100.0 100.0 Malaysia Research in software Enterprise Sdn Bhd development and consultancy + Genting International Industries 97.7 97.7 Singapore Investment holding (Singapore) Pte Ltd + Genting International Management 62.2 62.2 Isle of Man Development of resort related Limited software + Genting International PLC 62.2 62.2 Isle of Man Investment holding + Genting International Paper Limited 100.0 100.0 Isle of Man Investment holding + Genting International Paper 97.7 97.7 Isle of Man Investment holding Manufacturers Limited + Genting International Paper 100.0 100.0 Netherlands Management & consultancy services (Netherlands) B.V. + Genting International Properties 62.2 62.2 Isle of Man Investment holding Limited + Genting International (Singapore) 62.2 62.2 Singapore Tour promotion Pte Ltd Genting Leisure Sdn Bhd 55.2 55.2 Malaysia Investment holding + Genting Oil & Gas (China) Limited 95.0 95.0 Isle of Man Oil & gas exploration + Genting Oil & Gas Limited 95.0 95.0 Isle of Man Investment holding + Genting Power Holdings Limited 100.0 100.0 Isle of Man Investment holding + Genting Power (M) Limited 100.0 100.0 Isle of Man Investment holding Genting Sanyen Industrial Paper 97.7 97.7 Malaysia Manufacturing and trading of paper Sdn Bhd products Genting Sanyen (Malaysia) Sdn Bhd 97.7 97.7 Malaysia Investment holding Genting Sanyen Paperboard Sdn Bhd 97.7 97.7 Malaysia Manufacturing and trading of paper products Genting Sanyen Sales & Marketing 97.7 97.7 Malaysia Trading and converting of Services Sdn Bhd paper products Genting Sanyen Utilities & Services 97.7 97.7 Malaysia Provision and sale of utilities Sdn Bhd Genting Skyway Sdn Bhd 55.2 55.2 Malaysia Provision of cable car services Genting Studio Sdn Bhd 55.2 55.2 Malaysia Agent to procure/produce programmes Genting Utilities & Services Sdn Bhd 55.2 55.2 Malaysia Provision of utilities services Genting World Sdn Bhd 55.2 55.2 Malaysia Leisure and entertainment business Genting Worldcard Services Sdn Bhd 100.0 100.0 Malaysia Provider of loyalty program services (formerly known as Genting Card Services Sdn Bhd) Gentinggi Sdn Bhd 55.2 55.2 Malaysia Investment holding Glugor Development Sdn Bhd 54.9 54.9 Malaysia Investments GS Packaging Industries (M) Sdn Bhd 97.7 97.7 Malaysia Provision of human resource services Ideal Meridian Sdn Bhd 97.7 97.7 Malaysia Manufacturing and sale of paper core Infomart Sdn Bhd 100.0 100.0 Malaysia Management & consultancy services + Jamberoo Limited 95.0 95.0 Isle of Man Oil & gas exploration Kijal Resort Sdn Bhd 55.2 55.2 Malaysia Property development and property management

72 ANNUAL REPORT 2002 GENTING BERHAD 37. SUBSIDIARY AND ASSOCIATED COMPANIES (Cont'd)

Effective Percentage Of Country of Ownership Incorporation Principal Activities 2002 2001

Kinavest Sdn Bhd 54.9 54.9 Malaysia Plantations + Lafleur Limited 55.2 55.2 Isle of Man Investment holding Landworthy Sdn Bhd 46.1 46.1 Malaysia Plantations Mastika Lagenda Sdn Bhd 97.7 97.7 Malaysia Investment holding + Myanmar Genting Sanyen Limited 100.0 100.0 Myanmar Trading + Palomino Limited 62.2 62.2 Isle of Man Investments Papago Sdn Bhd 55.2 55.2 Malaysia Resorts & hotel business Persis Hijau Sdn Bhd 97.7 97.7 Malaysia Provision of facilities for waste paper baling process Resorts Facilities Services Sdn Bhd 55.2 55.2 Malaysia Property management (formerly known as Genting Property Management Sdn Bhd) Resorts International (Labuan) Limited 55.2 - Labuan, General trading Malaysia Resorts World (Labuan) Limited 55.2 55.2 Labuan, General trading Malaysia + Resorts World Limited 55.2 55.2 Isle of Man Investment holding Resorts World Properties Sdn Bhd 55.2 55.2 Malaysia Investment holding Resorts World Tours Sdn Bhd 55.2 55.2 Malaysia Provision of tour and travel related services + Roundhay Limited 95.0 95.0 Isle of Man Oil & gas exploration RWB (Labuan) Limited 55.2 55.2 Labuan, General trading Malaysia Sabah Development Company Sdn Bhd 54.9 54.9 Malaysia Plantations Seraya Mayang Sdn Bhd 55.2 55.2 Malaysia Investment holding Setiabahagia Sdn Bhd 55.2 55.2 Malaysia Property investment Setiacahaya Sdn Bhd 77.4 77.4 Malaysia Property investment Setiamas Sdn Bhd 54.9 54.9 Malaysia Plantations and property development Setiaseri Sdn Bhd 55.2 55.2 Malaysia Property investment Sierra Springs Sdn Bhd 55.2 55.2 Malaysia Investment holding Sing Mah Plantation Sdn Bhd 54.9 54.9 Malaysia Plantations Tanjung Bahagia Sdn Bhd 54.9 54.9 Malaysia Plantations Technimode Enterprises Sdn Bhd 54.9 54.9 Malaysia Property investment Vestplus Sdn Bhd 55.2 55.2 Malaysia Property investment Widuri Pelangi Sdn Bhd 55.2 55.2 Malaysia Golf resort and hotel business + Worldcard (Hong Kong) Limited 62.2 - Hong Kong Provision of loyalty program services Asiaticom Sdn Bhd 54.9 54.9 Malaysia Dormant Asiatic Green Tech Sdn Bhd 54.9 10.4 Malaysia Dormant Asiatic Properties Sdn Bhd 54.9 54.9 Malaysia Dormant Calidone Limited 62.2 - Isle of Man Dormant + Genting Overseas Investments Limited 100.0 100.0 Isle of Man Dormant + Genting Sanyen Paper Pte Ltd 97.7 97.7 Singapore Dormant Kijal Facilities Services Sdn Bhd 55.2 55.2 Malaysia Dormant + Laila Limited 95.0 95.0 Isle of Man Dormant Mediglove Sdn Bhd 54.9 54.9 Malaysia Dormant + Oxalis Limited 97.7 97.7 Isle of Man Dormant Plantation Latex (Malaya) Sdn Bhd 54.9 54.9 Malaysia Dormant + R.W. Investments Limited 55.2 55.2 Isle of Man Dormant Waxwood Sdn Bhd 33.1 33.1 Malaysia Dormant + ADB International Limited - 54.9 Hong Kong Deregistered ALD Construction Sdn Bhd 54.9 54.9 Malaysia Pre-operating Asiatic Awanpura Sdn Bhd 54.9 54.9 Malaysia Pre-operating Asiatic Commodities Trading Sdn Bhd 54.9 54.9 Malaysia Pre-operating Asiatic Vegetable Oils Refinery Sdn Bhd 54.9 54.9 Malaysia Pre-operating Awanapura Sdn Bhd - 100.0 Malaysia Deregistered Awana Hotels Management Services - 100.0 Malaysia Deregistered Sdn Bhd Awana Hotels & Resorts Sdn Bhd 100.0 100.0 Malaysia Pre-operating + Awana International Limited 100.0 100.0 Isle of Man Pre-operating Awana Ownership Resorts Berhad - 100.0 Malaysia Deregistered

GENTING BERHAD ANNUAL REPORT 2002 73 37. SUBSIDIARY AND ASSOCIATED COMPANIES (Cont'd)

Effective Percentage Of Country of Ownership Incorporation Principal Activities 2002 2001

Awana Vacation Resorts Berhad - 100.0 Malaysia Deregistered Awana Vacation Resorts Management 100.0 100.0 Malaysia Pre-operating Sdn Bhd Dasar Pinggir (M) Sdn Bhd 97.7 97.7 Malaysia Pre-operating Dutabay Sdn Bhd - 55.2 Malaysia Deregistered First World Entertainment Sdn Bhd - 55.2 Malaysia Deregistered First World Equities Sdn Bhd - 55.2 Malaysia Deregistered First World Food Services Sdn Bhd - 55.2 Malaysia Deregistered First World Leisure Sdn Bhd - 55.2 Malaysia Deregistered First World Management Services - 55.2 Malaysia Deregistered Sdn Bhd First World Theme Park Sdn Bhd - 55.2 Malaysia Deregistered Genas Sdn Bhd 55.2 55.2 Malaysia Pre-operating Genawan Sdn Bhd 55.2 55.2 Malaysia Pre-operating Genmas Sdn Bhd 55.2 55.2 Malaysia Pre-operating Gensa Sdn Bhd 55.2 55.2 Malaysia Pre-operating Gentasa Sdn Bhd 55.2 55.2 Malaysia Pre-operating Gentas Sdn Bhd 55.2 55.2 Malaysia Pre-operating * Genting International (Macau) 62.2 62.2 Macau Pending liquidation Entertainment Limited + Genting International Management 62.2 100.0 Singapore Pre-operating Services Pte Ltd + Genting International (Thailand) Limited 56.6 - Thailand Pre-operating Genting Newsprint Sdn Bhd 62.2 62.2 Malaysia Pre-operating + Genting (NSW) Pty Ltd 62.2 62.2 Australia Pre-operating + Genting Power (Bangladesh) Limited 100.0 100.0 Isle of Man Pre-operating + Genting Power (India) Limited 100.0 100.0 Mauritius Pre-operating Genting Sanyen Incineration Sdn Bhd 97.7 97.7 Malaysia Pre-operating + Genting Sanyen Utilities Limited 100.0 100.0 Isle of Man Pre-operating Genting Theme Park Sdn Bhd 55.2 55.2 Malaysia Pre-operating Gentinggi Quarry Sdn Bhd 55.2 55.2 Malaysia Pre-operating Goodheart Development Sdn Bhd - 54.9 Malaysia Deregistered Hitechwood Sdn Bhd 33.1 33.1 Malaysia Pre-operating Ikhlas Tiasa Sdn Bhd 55.2 - Malaysia Pre-operating Jomara Sdn Bhd 33.1 33.1 Malaysia Pre-operating Laserwood Sdn Bhd 33.1 33.1 Malaysia Pre-operating Leisure & Cafe Concept Sdn Bhd 55.2 55.2 Malaysia Pre-operating * Macau Star Limited 56.0 56.0 Macau Pending liquidation Merriwa Sdn Bhd 55.2 55.2 Malaysia Pre-operating Neutrino Space Sdn Bhd 33.1 33.1 Malaysia Pre-operating Nippontech Resources Sdn Bhd - 55.2 Malaysia Deregistered Possible Affluent Sdn Bhd 33.1 33.1 Malaysia Pre-operating Puncak Singa (M) Sdn Bhd 97.7 97.7 Malaysia Pre-operating Rantau Cempaka (M) Sdn Bhd - 55.2 Malaysia Deregistered Rapallo Sdn Bhd 33.1 33.1 Malaysia Pre-operating + Resorts Overseas Investments Limited 55.2 55.2 Isle of Man Pre-operating Resorts Tavern Sdn Bhd 55.2 55.2 Malaysia Pre-operating Resorts World Spa Sdn Bhd 55.2 - Malaysia Pre-operating (formerly known as Gracepac Sdn Bhd) Sahabat Alam Sdn Bhd 97.7 97.7 Malaysia Pre-operating + Sanyen Oil & Gas Limited 95.0 95.0 Mauritius Pre-operating + Sayang (Thailand) Limited 91.0 91.0 Thailand Pre-operating + Sorona Limited 100.0 100.0 Isle of Man Pre-operating Space Fair Sdn Bhd 33.1 33.1 Malaysia Pre-operating Sweet Bonus Sdn Bhd 33.1 33.1 Malaysia Pre-operating + Torrens Limited 97.7 97.7 Isle of Man Pre-operating Tullamarine Sdn Bhd 33.1 33.1 Malaysia Pre-operating Twinkle Glow Sdn Bhd 33.1 33.1 Malaysia Pre-operating Twinmatics Sdn Bhd 55.2 55.2 Malaysia Pre-operating

74 ANNUAL REPORT 2002 GENTING BERHAD 37. SUBSIDIARY AND ASSOCIATED COMPANIES (Cont'd)

Effective Percentage Of Country of Ownership Incorporation Principal Activities 2002 2001

Twinsurf Sdn Bhd - 55.2 Malaysia Deregistered + Vestplus (Hong Kong) Limited 55.2 55.2 Hong Kong Pre-operating + Vestplus (Thailand) Limited 50.2 50.2 Thailand Pre-operating Vintage Action Sdn Bhd 33.1 33.1 Malaysia Pre-operating + WCI Management Limited 62.2 - Isle of Man Pre-operating + WCI Intellectual Limited 62.2 - Isle of Man Pre-operating + WorldCard International Limited 62.2 - Isle of Man Pre-operating + WorldCard (Singapore) Pte Ltd 62.2 - Singapore Pre-operating Yarrawin Sdn Bhd 33.1 33.1 Malaysia Pre-operating

Associated Companies * Asiatic Ceramics Sdn Bhd 26.9 26.9 Malaysia In receivership Genting Sanyen Power Sdn Bhd 39.1 39.1 Malaysia Generation & supply of electric power Serian Palm Oil Mill Sdn Bhd 22.0 22.0 Malaysia Fresh fruit bunches processing * Sri Gading Land Sdn Bhd 26.9 26.9 Malaysia Property development + Star Cruises Limited 19.0 19.8 Isle of Man Cruise and cruise related operations & redomiciled to Bermuda on 9 October 2000

* The financial statements of these companies are audited by firms other than the auditors of the Company.

+ The financial statements of these companies are audited by overseas firms/Chartered Accountant affiliated with PricewaterhouseCoopers, Malaysia.

GENTING BERHAD ANNUAL REPORT 2002 75 l STATEMENT ON DIRECTORS’ RESPONSIBILITY l Pursuant To Paragraph 15.27 (a) Of The Listing Requirements Of Kuala Lumpur Stock Exchange

As required under the Companies Act, 1965 ("Act"), the Directors of Genting Berhad have made a statement expressing an opinion on the financial statements. The Board is of the opinion that the financial statements have been drawn up in accordance with applicable approved accounting standards in Malaysia so as to give a true and fair view of the financial position of the Company and the Group for the financial year ended 31 December 2002.

In the process of preparing these financial statements, the Directors have reviewed the accounting policies and practices to ensure that they were consistently applied throughout the financial year. In cases where judgement and estimates were made, they were based on reasonableness and prudence.

Additionally, the Directors have relied on the internal control systems to ensure that the information generated for the preparation of the financial statements from the underlying accounting records is accurate and reliable.

This statement is made in accordance with a resolution of the Board dated 3 March 2003.

l STATUTORY DECLARATION l Pursuant To Section 169 (16) Of The Companies Act, 1965

I, CHIEW SOW LIN, the Officer primarily responsible for the financial management of GENTING BERHAD, do solemnly and sincerely declare that the financial statements set out on pages 36 to 75 are, to the best of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by the abovenamed ) CHIEW SOW LIN at KUALA LUMPUR on 3 March 2003 ) CHIEW SOW LIN

Before me,

DATO' NG MANN CHEONG Commissioner for Oaths Kuala Lumpur

76 ANNUAL REPORT 2002 GENTING BERHAD l REPORT OF THE AUDITORS l To The Members Of Genting Berhad

We have audited the financial statements set out on pages 36 to 75. These financial statements are the responsibility of the Company's Directors. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with approved auditing standards in Malaysia. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Directors, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion: a) the financial statements have been prepared in accordance with the provisions of the Companies Act, 1965 and applicable approved accounting standards in Malaysia so as to give a true and fair view of:

(i) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements; and

(ii) the state of affairs of the Group and of the Company as at 31 December 2002 and of the results and cash flows of the Group and Company for the financial year ended on that date; and b) the accounting and other records and the registers required by the Act to be kept by the Company and by the subsidiary of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.

The names of the subsidiary companies of which we have not acted as auditors is indicated in Note 37 to the financial statements. We have considered the financial statements of the subsidiary companies and the auditors' reports thereon.

We are satisfied that the financial statements of the subsidiary companies that have been consolidated with the Company's financial statements are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we have received satisfactory information and explanations required by us for those purposes.

The auditors' reports on the financial statements of the subsidiary companies were not subject to any qualification and did not include any comment made under subsection (3) of section 174 of the Act.

PRICEWATERHOUSECOOPERS (No. AF: 1146) Chartered Accountants

CHIN KWAI YOONG (No. 890/04/04 (J/PH)) Partner of the firm

Kuala Lumpur 3 March 2003

GENTING BERHAD ANNUAL REPORT 2002 77 l TEN-YEAR SUMMARY l

Amounts in RM million unless otherwise stated 2002 2001 2000 1999 1998 1997 1996 1995 1994 1993

Revenue 3,534.7 3,148.4 3,338.6 3,077.4 3,369.8 3,822.0 2,595.6 2,496.0 2,378.0 2,004.2

Profit/[loss] from ordinary activities before taxation 1,559.5 1,034.6 (322.7) 1,521.4 909.7 1,542.5 1,260.9 1,135.8 792.0 1,084.9 Taxation (452.7) (386.3) (352.0) (15.7) (364.1) (346.7) (336.7) (282.2) (312.4) (238.8)

Profit/[loss] from ordinary activities after taxation 1,106.8 648.3 (674.7) 1,505.7 545.6 1,195.8 924.2 853.6 479.6 846.1

Net profit/[loss] for the financial year 761.4 453.6 (245.5) 1,101.1 414.3 771.3 645.9 567.6 210.1 597.8

Share Capital 352.2 352.2 352.2 352.2 352.2 352.2 351.1 351.1 351.0 233.3 Unappropriated Profit 5,581.0 4,916.8 4,558.9 4,879.7 3,872.4 3,562.1 2,894.3 2,339.8 1,872.9 1,747.9 Other Reserves 537.4 531.2 536.4 620.4 609.9 639.8 495.4 469.7 447.4 561.3

Shareholders’ Equity 6,470.6 5,800.2 5,447.5 5,852.3 4,834.5 4,554.1 3,740.8 3,160.6 2,671.3 2,542.5

Minority Interests 2,432.8 2,150.5 2,046.6 2,574.9 2,168.8 2,140.9 1,648.2 1,481.9 1,254.5 1,023.6 Non-Current Liabilities 1,225.4 1,295.5 614.9 290.2 275.3 261.7 145.5 123.2 102.4 82.7

Capital Employed 10,128.8 9,246.2 8,109.0 8,717.4 7,278.6 6,956.7 5,534.5 4,765.7 4,028.2 3,648.8

Property, Plant and Equipment 4,881.4 4,721.4 4,194.9 3,701.1 3,580.8 3,351.2 3,163.3 2,776.4 2,297.4 1,665.8 Real Property Assets 525.1 621.9 631.2 653.6 631.9 597.9 468.0 362.0 282.6 251.9 Associated Companies 2,431.2 2,030.6 1,927.2 1,446.2 1,324.4 317.9 239.4 178.8 131.8 7.1 Other Long Term Investments 15.6 6.9 114.0 167.0 7.3 122.1 4.2 3.0 8.3 2.1 Exploration Cost 0.0 0.0 439.2 437.6 399.2 207.0 36.6 0.0 0.0 0.0 Long Term Receivables 20.2 19.0 10.1 3.7 0.0 0.0 0.0 0.0 0.0 0.0 Deferred Taxation 18.0 0.0 0.0 0.0 0.0 0.0 9.0 4.7 3.2 2.3

7,891.5 7,399.8 7,316.6 6,409.2 5,943.6 4,596.1 3,920.5 3,324.9 2,723.3 1,929.2 Net Current Assets 2,237.3 1,846.4 792.4 2,308.2 1,335.0 2,360.6 1,614.0 1,440.8 1,304.9 1,719.6

Employment of Capital 10,128.8 9,246.2 8,109.0 8,717.4 7,278.6 6,956.7 5,534.5 4,765.7 4,028.2 3,648.8

Basic earnings/[loss] per share [sen] * 108.10 64.41 (34.85) 156.33 58.84 109.59 91.99 80.84 29.94 85.54 Net dividend per share [sen] * 14.76 13.68 13.68 13.68 13.32 14.98 14.70 14.70 13.87 11.87 Dividend cover [times] 7.3 4.7 N/A 11.4 4.4 7.3 6.3 5.5 2.2 7.2 Current ratio 2.71 2.89 1.66 4.20 2.26 3.36 2.93 3.17 3.07 4.41 Net tangible assets per share [RM] * 9.19 8.23 7.73 8.31 6.86 6.47 5.33 4.50 3.80 3.63 Return/[loss] [after tax and 12.41 8.07 (4.35) 20.61 8.83 18.60 18.72 19.47 8.06 26.26 minority interests] on average shareholders’ equity [%]

Market share price * - highest [RM] 16.50 11.30 18.00 15.70 14.00 18.00 25.75 27.50 24.90 26.00 - lowest [RM] 10.40 7.40 8.75 7.85 6.40 7.70 17.00 18.90 16.67 9.00

Certain figures relating to the previous years have been reclassified/adjusted to conform with the current year’s presentation. * Adjusted to reflect the increased number of ordinary shares of the Company.

N/A: Not Applicable

78 ANNUAL REPORT 2002 GENTING BERHAD l LIST OF PROPERTIES HELD l As At 31 December 2002

NET BOOK VALUE AS AT AGE OF YEAR OF APPROXIMATE 31 DEC 2002 BUILDING ACQUISITION (A)/ LOCATION TENURE AREA DESCRIPTION (RM’million) (Years) REVALUATION (R)*

STATE OF PAHANG DARUL MAKMUR

1 Genting Highlands, Bentung Freehold Built-up : 100,592 sq.metres 18-storey Genting Hotel Complex 205.7 21 1982 (R) 2 Genting Highlands, Bentung Freehold Built-up : 95,485 sq.metres 23-storey Resort Hotel & Car Park II 144.6 10 1992 (A) 3 Genting Highlands, Bentung Freehold Built-up : 330,149 sq.metres 22-storey First World Hotel & Car Park V (Phase 1) 785.7 3 2000 (A) 4 Genting Highlands, Bentung Freehold Built-up : 20,516 sq.metres 23-storey Awana Tower Hotel 27.7 9 1993 (A) 5 Genting Highlands, Bentung Freehold Built-up : 19,688 sq.metres 10-level Theme Park Hotel 36.9 31 1989 (R) 6 Genting Highlands, Bentung Freehold Built-up : 11,902 sq.metres 10-level Theme Park Hotel - Valley Wing 12.6 27 1989 (R) 7 Genting Highlands, Bentung Freehold Built-up : 29,059 sq.metres 16-storey Residential Staff Complex I 10.9 19 1989 (R) 8 Genting Highlands, Bentung Freehold Built-up : 28,804 sq.metres 19-storey Residential Staff Complex II 18.5 10 1992 (A) 9 Genting Highlands, Bentung Freehold Built-up : 89,392 sq.metres 16-storey Residential Staff Complex III 70.4 10 1992 (A) & Car Park III 10 Genting Highlands, Bentung Freehold Built-up : 41,976 sq.metres 25-storey Residential Staff Complex V 60.3 6 1996 (A) 11 Genting Highlands, Bentung Freehold Built-up : 4,119 sq.metres 5-storey Ria Staff Residence 0.7 30 1989 (R) 12 Genting Highlands, Bentung Freehold Built-up : 4,109 sq.metres 5-storey Sri Layang Staff Residence 22.5 8 1989 (R) 13 Genting Highlands, Bentung Freehold Built-up : 18,397 sq.metres 8-level Car Park I 2.3 19 1989 (R) 14 Genting Highlands, Bentung Freehold Built-up : 1,086 sq.metres 5-storey Bomba Building 0.9 19 1989 (A) 15 Genting Highlands, Bentung Freehold Built-up : 1,503 sq.metres Petrol Station 2.6 3 1999 (A) 16 Genting Highlands, Bentung Freehold Built-up : 4,151 sq.metres 3-storey Lakeside Teahouse 4.1 15 1989 (R) 17 Genting Highlands, Bentung Freehold Lake : 2 hectares Man-made Lake 0.7 - 1989 (R) 18 Genting Highlands, Bentung Freehold Built-up : 2,769 sq.metres 4-storey Staff Recreation Centre 3.6 10 1992 (A) 19 Genting Highlands, Bentung Freehold Built-up : 540 sq.metres 1 unit of Kayangan Apartment 0.2 22 1989 (A) 1 unit of Kayangan Apartment 0.2 22 1990 (A) 20 Genting Highlands, Bentung Freehold Built-up : 7,666 sq.metres Awana Golf & Country Resort Complex 21.8 16 1989 (R) 21 Genting Highlands, Bentung Freehold Built-up : 17,010 sq.metres 174 units of Awana Condominium 26.4 16 1989 (R) 22 Genting Highlands, Bentung Freehold Built-up : 10,243 sq.metres 92 units of Ria Apartment (Pahang Tower) 14.2 16 1989 (R) 23 Genting Highlands, Bentung Freehold Land : 2,936 hectares 7 plots of land & improvements 263.9 - 1989 (R) 1 plot of land & improvements 6.0 - 1996 (A) 10 plots of land & improvements 52.1 - 1989 (R) 1 plot of land & improvements 0.1 - 1991 (A) 66 plots of land & improvements 154.7 - 1989 (R) 3 plots of land & improvements 23.0 - 2002 (A) 13 plots of land & improvements 9.4 - 1995 (R) 24 Genting Highlands, Bentung Leasehold (unexpired Land : 6 hectares 2 plots of land & improvements 0.4 - 1994 (A) lease period of 91 years) 25 Genting Highlands, Bentung Leasehold (unexpired Land : 5 hectares 3 plots of land 0.6 - 1995 (A) lease period of 56 years) 26 Genting Highlands, Bentung Leasehold (unexpired Land : 3 hectares 1 plot of educational land 1.3 - 2000 (A) lease period of 88 years) 27 Bukit Tinggi, Bentung Leasehold (unexpired Built-up : 49 sq.metres 1 unit of Meranti Park Apartment, 0.1 3 1999 (A) lease period of 92 years) 28 Mentakab, Temerloh Freehold Land : 84 hectares Vacant housing development land 5.9 - 1989 (R) 29 Beserah, Kuantan Freehold Land : 3 hectares 2 plots of agriculture land with 1.2 16 1987 (A) Built-up : 713 sq.metres residential bungalow 30 Beserah, Kuantan Freehold Land : 4 hectares 4 plots of vacant agriculture land 0.9 - 1989/1991 (A) 31 Kg Permatang Badak, Kuantan Freehold Land : 0.7 hectares 1 plot of agriculture land with factory 0.8 1 2001 (A) Built-up : 335 sq.metres

STATE OF SELANGOR DARUL EHSAN

1 Genting Highlands, Hulu Selangor Freehold Built-up : 149,941 sq.metres 28-storey Highlands Hotel & Car Park IV 457.4 5 1997 (A) 2 Genting Highlands, Hulu Selangor Freehold Land : 6 hectares 1 plot of building land 6.1 - 1993 (A) Built-up : 47,715 sq.metres 5-storey Genting Skyway Station Complex 77.6 5 1997 (A) with 4-level of basement carpark 3 Genting Highlands, Hulu Selangor Freehold Built up : 3,008 sq.metres 2-storey & 4-storey Gohtong Jaya 6.4 4 1998 (A) Security Buildings 4 Genting Highlands, Hulu Selangor Freehold Built-up : 8,485 sq.metres 75 units of Ria Apartment (Selangor Tower) 11.5 16 1989 (R) 5 Genting Highlands, Hulu Selangor Freehold Land : 615 hectares 3 plots of building land 12.3 - 1989 (R) 10 plots of building land 42.0 - 1995 (R) 7 plots of building land 10.4 - 1993 (A) 6 Genting Highlands, Gombak Freehold Land : 394 hectares 2 plots of vacant building land 28.8 - 1995 (R) 7 Batang Kali, Hulu Selangor Freehold Land : 9 hectares 1 plot of vacant agriculture land 2.3 - 1994 (A) 8 Ulu Yam, Hulu Selangor Freehold Land : 38 hectares 1 plot of vacant building land 16.3 - 1994 (A) 9 Ulu Yam, Hulu Selangor Freehold Land : 4 hectares 3 plots of vacant agriculture land 1.1 - 1994 (A) 10 Mukim Tanjung Dua Belas, Freehold Land : 45 hectares 1 plot of industrial land with paper mill & 118.0 1-11 1990 (A) Kuala Langat Built-up : 118,382 sq.metres power plant complex 11 Mukim Tanjung Dua Belas, Leasehold (unexpired Land : 32 hectares 27 plots of industrial land with factory 69.8 2 1994 (A) Kuala Langat lease period of 73 years) Built-up : 36,736 sq.metres 12 Mukim Tanjung Dua Belas, Leasehold (unexpired Land : 3 hectares 1 plot of industrial land 2.3 - 1994 (A) Kuala Langat lease period of 94 years) 13 Bandar Baru Bangi, Kajang Leasehold (unexpired Land : 4,047 sq.metres 1 plot of land with factory 2.8 6 1996 (A) lease period of 84 years) Built-up : 1,505 sq.metres 14 Section 28, Petaling Jaya Leasehold (unexpired Land : 2,875 sq.metres 2 plots of industrial land with factory 5.0 6 1996 (A) lease period of 64 years) Built-up : 780 sq.metres 15 Sungai Buloh, Gombak Freehold Land : 5,172 sq.metres 1 plot of land with factory 3.6 7 1996 (A) Built-up : 1,267 sq.metres 16 Pandamaran, Klang Freehold Land : 2,471 sq.metres 2 plots of land with factory 1.4 6 1996 (A) Built-up : 1,316 sq.metres 17 Pulau Indah, Klang Leasehold (unexpired Land : 47 hectares 13 plots of vacant industrial land & 47.9 - 1997 (A) lease period of 93 years) improvements 18 Rawang, Gombak Freehold Land : 5,574 sq.metres 1 plot of industrial land with factory 2.0 4 1996 (A) Built-up : 669 sq.metres 19 Bangi Factory, Leasehold (unexpired Land : 12,140 sq.metres 1 plot of land with factory 2.5 21 1990 (A) Selangor lease period of 84 years) Bulit-up : 5,556 sq.metres

GENTING BERHAD ANNUAL REPORT 2002 79 NET BOOK VALUE AS AT AGE OF YEAR OF APPROXIMATE 31 DEC 2002 BUILDING ACQUISITION (A)/ LOCATION TENURE AREA DESCRIPTION (RM’million) (Years) REVALUATION (R)*

FEDERAL TERRITORY OF KUALA LUMPUR

1 Taman U Thant, Kuala Lumpur Freehold Built-up : 178 sq.metres 1 unit of Desa Angkasa Apartment 0.2 16 1988 (A) 2 Jalan Sultan Ismail, Kuala Lumpur Freehold Land : 3,940 sq.metres Wisma Genting - 25-level office 111.8 17 1983/1991 (A) Built-up : 63,047 sq.metres building with 6-level basement 3 Segambut, Kuala Lumpur Leasehold (unexpired Land : 4 hectares Store, helicopter, bus and limousine 10.1 27 1982 (A) lease period of 72 years) Built-up : 2,601 sq.metres depot

STATE OF PERAK DARUL RIDZUAN

1 Kinta, Perak Leasehold (unexpired Land : 6 hectares 349 vacant housing development lots 1.8 - 1989 (A) lease period of 87 years)

STATE OF TERENGGANU DARUL IMAN

1 Kijal, Kemaman Leasehold (unexpired Land : 262 hectares 4 plots of resort/property development land 46.8 - 1996 (A) lease period of 89 years) Land : 51 hectares 18-hole Awana Kijal Golf Course 12.3 - 1997 (A) Built-up : 35,563 sq.metres 7-storey Awana Kijal Hotel 114.7 6 1997 (A) Built-up : 1,854 sq.metres 28 units of Baiduri Apartment 2.8 8 1995 (A) Built-up : 7,278 sq.metres 96 units of Angsana Apartment 10.9 7 1996 (A) Leasehold (unexpired Land : 18 hectares 17 plots of resort/property development land 1.2 - 2002 (A) lease period of 89 years) Leasehold (unexpired Land : 10 hectares 1 plot of resort/property development land 1.8 - 1995 (R) lease period of 99 years)

STATE OF KEDAH DARUL AMAN

1 Mukim Sg. Seluang, Kulim Freehold Land : 7,299 sq.metres 2 plots of industrial land with factory 1.0 4 1996 (A) Built-up : 669 sq.metres 2 Mukim Sg. Petani, Kuala Muda Freehold Land : 2,922 sq.metres 1 plot of industrial land with factory 0.9 7 1995 (A) Built-up : 1,041 sq.metres 3 Tanjung Malai, Langkawi Leasehold (unexpired Land : 14 hectares 5 plots of building land 11.8 - 1997 (A) lease period of 85 years) Built-up : 14,387 sq.metres 3-storey Awana Langkawi Hotel 46.0 5 1997 (A) Cultural / Sports Centre, Maritime / Entertainment Centre

STATE OF PULAU PINANG

1 Seberang Perai Selatan, Freehold Land : 7 hectares 1 plot of industrial land with factory 66.2 1 1997 (A) Pulau Pinang Built-up : 37,976 sq.metres

STATE OF JOHORE

1 Kulai, Johor Freehold Land : 15 hectares 8 plots of industrial land 25.6 - 1999 (A)

ESTATES/PROPERTY DEVELOPMENT (“PD”)

1 ASIATIC Bukit Sembilan Estate, Freehold Estate : 1,318 hectares Oil palm estate, property development and 64.2 7 1981 (R) Baling/Sg. Petani/Jitra, Kedah PD : 131 hectares golf course & clubhouse 2 ASIATIC Selama Estate, Serdang Freehold Estate : 1,853 hectares Oil palm estate 24.0 - 1981 (R) & Kulim, Kedah/Selama, Perak 3 ASIATIC Sepang Estate, Sepang & Freehold Estate : 666 hectares Oil palm estate and orchard 13.9 - 1981 (R) Ulu Langat, Selangor 4 ASIATIC Tebong Estate, Jasin & Freehold Estate : 2,321 hectares Oil palm estate 29.8 - 1981 (R) Alor Gajah, Melaka/Tampin & Kuala Pilah, Negeri Sembilan 5 ASIATIC Cheng Estate, Melaka Freehold Estate : 793 hectares Oil palm estate and 26.0 - 1981 (R) Tengah, Alor Gajah & Kuala Linggi, PD : 13 hectares property development Melaka 6 ASIATIC Tanah Merah Estate, Freehold Estate : 1,820 hectares Oil palm estate 25.3 - 1981 (R) Tangkak, Johor 7 ASIATIC Sg. Rayat Estate, Batu Freehold Estate : 1,707 hectares Oil palm estate 29.4 - 1983 (A) Pahat, Johor 8 ASIATIC Sri Gading Estate, Batu Freehold Estate : 3,660 hectares Oil palm estate 65.5 - 1983 (A) Pahat, Johor 9 ASIATIC Sing Mah Estate, Freehold Estate : 669 hectares Oil palm estate and mill 13.0 22 1983 (A) Air Hitam, Johor 10 ASIATIC Kulai Besar Estate, Freehold Estate : 3,160 hectares Oil palm estate and mill and 322.1 13 1983 (A) Kulai/Simpang Renggam, Johor PD : 120 hectares property development 11 ASIATIC Setiamas Estate, Freehold Estate : 172 hectares Oil palm estate and 85.7 - 1996 (A) Kulai & Batu Pahat, Johor PD : 100 hectares property development 12 ASIATIC Sabapalm Estate, Leasehold (unexpired Estate : 4,077 hectares Oil palm estate and mill 39.9 32 1991 (A) Labuk Valley lease period of 885 years) Sandakan, Sabah Leasehold (unexpired Estate : 283 hectares Oil palm estate - 1991 (A) lease period of 83 years) 13 ASIATIC Tanjung Estate, Leasehold (unexpired Estate : 4,153 hectares Oil palm estate and mill 41.2 8 1988 (A) Kinabatangan, Sabah lease period of 84 years) Leasehold (unexpired Estate : 192 hectares Oil palm estate 1.7 - 2001 (A) lease period of 94 years) 14 ASIATIC Bahagia Estate, Leasehold (unexpired Estate : 3,941 hectares Oil palm estate 28.4 - 1988 (A) Kinabatangan, Sabah lease period of 84 years) 15 ASIATIC Tenegang Estate, Leasehold (unexpired Estate : 4,047 hectares Oil palm estate 32.4 - 1990 (A) Kinabatangan, Sabah lease period of 86 years)

80 ANNUAL REPORT 2002 GENTING BERHAD NET BOOK VALUE AS AT AGE OF YEAR OF APPROXIMATE 31 DEC 2002 BUILDING ACQUISITION (A)/ LOCATION TENURE AREA DESCRIPTION (RM’million) (Years) REVALUATION (R)*

16 ASIATIC Landworthy Estate, Leasehold (unexpired Estate : 4,039 hectares Oil palm estate 32.0 - 1992 (A) Kinabatangan, Sabah lease period of 81 years) 17 ASIATIC Layang Estate, Leasehold (unexpired Estate : 1,683 hectares Oil palm estate 16.6 - 1993 (A) Kinabatangan, Sabah lease period of 88 years) 18 Asiatic Regional Office, Leasehold (unexpired Land : 1,206 sq.metres 2 units of 2-storey intermediate 0.1 18 1991 (A) Sandakan, Sabah lease period of 885 years) Built-up : 374 sq.metres detached house 19 Asiatic Vegetable Oils Refinery, Leasehold (unexpired Land : 8 hectares Vacant land 2.3 - 1992 (A) Sandakan, Sabah lease period of 78 years) 20 ASIATIC Jambongan Estate, Leasehold (unexpired Land : 61 hectares Unplanted agricultural land 11.1 - 2002 (A) Beluran, Sabah lease period of 68 years) Leasehold (unexpired Land : 676 hectares Unplanted agricultural land - 2001 (A) lease period of 70 years) Leasehold (unexpired Land : 202 hectares Unplanted agricultural land - 2002 (A) lease period of 71 years) Leasehold (unexpired Land : 102 hectares Unplanted agricultural land - 2001 (A) lease period of 72 years) Leasehold (unexpired Land : 168 hectares Unplanted agricultural land - 2001 (A) lease period of 75 years) Leasehold (unexpired Land : 101 hectares Unplanted agricultural land - 2002 (A) lease period of 75 years) Leasehold (unexpired Land : 808 hectares Unplanted agricultural land - 2002 (A) lease period of 98 years) 21 ASIATIC Indah & Permai Estate, Leasehold (unexpired Land : 8,830 hectares Oil palm estate 72.1 - 2001 (A) Kinabatangan, Sabah lease period of 94 years) 22 ASIATIC Mewah Estate, Leasehold (unexpired Land : 121 hectares Oil palm estate 116.5 - 2002 (A) Kinabatangan, Sabah lease period of 81 years) Leasehold (unexpired Land : 105 hectares Oil palm estate - 2002 (A) lease period of 82 years) Leasehold (unexpired Land : 1,437 hectares Oil palm estate - 2002 (A) lease period of 83 years) Leasehold (unexpired Land : 398 hectares Oil palm estate - 2002 (A) lease period of 85 years) Leasehold (unexpired Land : 390 hectares Oil palm estate - 2002 (A) lease period of 86 years) Leasehold (unexpired Land : 271 hectares Oil palm estate - 2002 (A) lease period of 87 years) Leasehold (unexpired Land : 2,113 hectares Oil palm estate and mill 6 2002 (A) lease period of 89 years) Leasehold (unexpired Land : 373 hectares Oil palm estate - 2002 (A) lease period of 92 years) Leasehold (unexpired Land : 403 hectares Oil palm estate - 2002 (A) lease period of 888 years)

ENGLAND

1 Hyde Park, London Leasehold (unexpired Built-up : 286 sq.metres 2 units of residential apartment at 1.8 23 1980 / 1996 (A) lease period of 974 years) Hyde Park Towers

* (R) represents properties which have been revalued. However, the netbook values of certain properties as at financial year end include additional costs incurred subsequent to valuation.

GENTING BERHAD ANNUAL REPORT 2002 81 l GROUP OFFICES l

GROUP HEAD OFFICE Star Cruises Genting International Convention Centre Star Cruises Terminal, Website : http://mice.egenting.com Genting Berhad Pulau Indah, Pelabuhan Barat, Wisma Genting, Jalan Sultan Ismail, 42000 Pelabuhan Klang, OTHER SERVICES 50250 Kuala Lumpur, Malaysia Selangor, Malaysia Genting Transport Reservations Centre Tel : 03 – 2161 2288/2032 2288 Tel : 03 – 3101 1333 (For buses and limousines) Fax : 03 – 2161 5304 Fax : 03 – 3101 1222 Lot 1988/4888, Jalan Segambut Tengah, Telex : GHHB MA 30022 E-mail : [email protected] 51200 Kuala Lumpur, Malaysia E-mail : [email protected] Website : www.starcruises.com Tel : 03 – 6251 8398/6253 1815 Websites : www.genting.com.my Fax : 03 – 6251 8399 SALES & RESERVATIONS OFFICES LEISURE & HOSPITALITY DIVISION Limousine Service Counter Customer Interaction Centre (CIC) (KLIA Sepang) Principal Executive Officer Genting Highlands Resort Arrival Level 3, Main Terminal Building, Tan Sri Lim Kok Thay (For rooms, concerts & shows, Genting KL International Airport, WorldCard, themepark ride tickets, 64000 KLIA Sepang, CORPORATE OFFICES transportation, airline ticketing/tours, Selangor, Malaysia Star Cruises, Awana Vacation Resorts) Tel : 03 – 8776 6753 Resorts World Bhd Genting One Hub Fax : 03 – 8787 3873 Awana Hotels & Resorts Lower Ground Floor, Wisma Genting 23rd Floor, Wisma Genting, 28, Jalan Sultan Ismail Limousine Service Counter Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia (Genting Highlands) 50250 Kuala Lumpur, Malaysia Tel : 03 – 2718 1118 Highlands Hotel, Tel : 03 – 2161 3833/2032 3833 Fax : 03 – 2718 1888 69000 Genting Highlands Resort, Fax : 03 – 2161 5304/2032 2633 Tol Free Line: 1 800 18 1118 Malaysia Telex : GHHB MA 30022 Reservations Email: Tel : 03 – 6101 1118 E-mail : [email protected] [email protected] ext : 58771/7750/7916 Websites : www.genting.com.my Membership Email: www.awana.com.my [email protected] OVERSEAS

Star Cruises Limited Penang Office Singapore Suite 1501, Ocean Centre, 10-1AB, 10th Floor, Genting International (S) Pte Ltd 5, Canton Road, Tsimshatsui, IP Tower, Island Plaza 268, Orchard Road, #08-02/04, Kowloon, Hong Kong SAR 118, Jalan Tanjong Tokong, Singapore 238856 Tel : (852) 2378 2000 10470 Penang, Malaysia Tel : 02 – 6734 2735 Fax : (852) 2314 3809 Tel : 04 – 890 2300 Fax : 02 – 6737 7260 Website : www.starcruises.com Fax : 04 – 890 2500 Hong Kong SAR Genting International PLC RESORTS Ipoh Office Suite 1503, Ocean Centre, 11A, 1st Floor, Persiaran Greentown 8, 5, Canton Road, Tsimshatsui, Genting Highlands Resort Greentown Business Centre, Kowloon, Hong Kong SAR 69000 Pahang, Malaysia 30450 Ipoh, Tel : 852 – 2317 7133 Tel : 03 – 6101 1118 Perak, Malaysia Fax : 852 – 2314 8724 Fax : 03 – 6101 1888 Tel : 05 – 243 2988 Fax : 05 – 243 6988 Bangkok Awana Genting Highlands Golf & Star Cruises Country Resort Johor Bahru Office 18th Floor, B.U.I Building, 8th Mile, Genting Highlands, 1F- Ground Floor, Jalan Maju, 177/1, Soi Anumamrachathon 1, 69000 Pahang, Malaysia Taman Maju Jaya, Surawongse Road,Bangrak, Tel : 03 – 6101 3015 80400 Johor Bahru, Malaysia Bangkok 10500 Thailand Fax : 03 – 6101 3535 Tel : 07 – 334 4555 Tel : 662 – 634 7240 E-mail : [email protected] Fax : 07 – 334 4666 Fax : 662 – 634 7217

Awana Kijal Golf, Beach & Spa Resort Kuching Office India KM. 28, Jalan Kemaman-Dungun, Shoplot 19, Ground Floor, New Delhi 24100 Kijal, Kemaman, Wisma Phoenix, Star Cruises Terengganu, Malaysia Song Thian Cheok Road, 610-611A, International Trade Tower, Tel : 09 – 864 1188 93100 Kuching, Sarawak, Malaysia Nehru Place, New Delhi, Fax : 09 – 864 1688 Tel : 082 – 412 522 110019 India E-mail : [email protected] Fax : 082 – 412 022 Tel : (9111) 644 7810 Fax : (9111) 644 7813 Awana Porto Malai, Langkawi CONVENTION SALES Mumbai rd Tanjung Malai, 07000 Langkawi, 23 Floor, Wisma Genting, Star Cruises Kedah, Malaysia Jalan Sultan Ismail, 1118, 11th Floor, Tel : 04 – 955 5111 50250 Kuala Lumpur, Malaysia Maher Chamhers 5, Nariman Point, Fax : 04 – 955 5222 Tel : 03 – 2030 6686 Munbari, E-mail : [email protected] Fax : 03 – 2162 1551 400021 India E-mail : [email protected] Tel : (9122) 284 0383 Fax : (9122) 281 8369

82 ANNUAL REPORT 2002 GENTING BERHAD PLANTATION DIVISION Box Plant (Central) Indahpura Sales Office Tel : 03 – 3182 5200 19th Mile, Kulai Besar, Principal Executive Officers Fax : 03 – 3182 5300 81000 Kulai, Johor, Malaysia Tan Sri Lim Kok Thay Tel : 07 – 662 4652/3 Dato’ Baharuddin bin Musa Box Plant (Northern) Fax : 07 – 662 4655 No. 33, Jalan Nafiri, HEAD OFFICE 14200 Sungai Bakap, E-COMMERCE & IT DIVISIONS Seberang Perai Selatan, Asiatic Development Berhad Penang, Malaysia Principal Executive Officer 10th Floor, Wisma Genting, Tel : 04 – 585 6133 Mr Justin Tan Wah Joo Jalan Sultan Ismail, Fax : 04 – 585 6020 50250 Kuala Lumpur, Malaysia E-Genting Holdings Sdn Bhd Tel : 03 – 2161 3733/2032 3733 Oil & Gas 19th Floor, Wisma Genting, Fax : 03 – 2161 6149 Tel : 03 – 2161 2288 Jalan Sultan Ismail E-mail : [email protected] Fax : 03 – 2163 5187 50250 Kuala Lumpur, Malaysia Websites : www.asiatic.com.my Tel : 03 – 2161 2288/2032 2288 Fax : 03 – 2030 6666 REGIONAL OFFICE PROPERTY DIVISION E-mail : [email protected]

Sabah Development Co. Sdn Bhd Principal Executive Officer Genting Information Knowledge Lot 39, Taman Wemin, Mile 5, Tan Sri Lim Kok Thay Enterprise Sdn Bhd Labuk Road, 90008 Sandakan, 17th & 19th Floor, Wisma Genting, Sabah, Malaysia Gentinggi Sdn Bhd Jalan Sultan Ismail, Tel : 089 – 208 211/208 204 Genting Property Management Sdn Bhd 50250 Kuala Lumpur, Malaysia Fax : 089 – 211 108 23rd Floor, Wisma Genting, Tel : 03 – 2161 2288/2032 2288 Jalan Sultan Ismail, Fax : 03 – 2030 6666 PAPER & PACKAGING, POWER AND OIL 50250 Kuala Lumpur, Malaysia E-mail : [email protected] OIL & GAS DIVISIONS Tel : 03 – 2161 3633/2161 3833 Fax : 03 – 2161 5304 L2-E-7B Enterprise 4, Principal Executive Officer Telex : GHHB MA 30022 Technology Park Malaysia, Mr Ong Tiong Soon Lebuhraya Puchong-Sungai Besi, Property Sales Bukit Jalil, HEAD OFFICE 57000 Kuala Lumpur, Malaysia - Awana Condominium Tel : 03 – 8996 0818 Genting Sanyen Industrial Paper Sdn Bhd - Ria Apartments Fax : 03 – 8996 0839 Genting Sanyen Paperboard Sdn Bhd Enquiries: E-mail : [email protected] Genting Sanyen Power Sdn Bhd Tel : 03 – 2161 3633/2161 3833 Genting Oil & Gas Ltd Fax : 03 – 2163 5079 Genting WorldCard Services Sdn Bhd 22nd Floor, Wisma Genting, Telex : GHHB MA 30022 (formerly known as Genting Card Services Jalan Sultan Ismail, Sdn Bhd) 50250 Kuala Lumpur, Malaysia Kijal Resort Sdn Bhd 9th Floor, Wisma Genting, Tel : 03 – 2161 2288/2301 1393 Sales Office Jalan Sultan Ismail, Fax : 03 – 2162 4032 Angsana Apartments 50250 Kuala Lumpur, Malaysia Baiduri Apartments Tel : 03 – 2161 2288/2032 2288 PLANT 8th Floor, Wisma Genting, Fax : 03 – 2030 6666 Jalan Sultan Ismail, E-mail : [email protected] Genting Sanyen Industrial Complex 50250 Kuala Lumpur, Malaysia Lot 7090, Mukim Tanjung 12, Tel : 03 – 2161 3833/2161 2288 E-Genting Sdn Bhd Bukit Canggang, Fax : 03 – 2164 7480 19th Floor, Wisma Genting, Daerah Kuala Langat, Jalan Sultan Ismail 42700 Banting, Selangor, Malaysia Projek Bandar Pelancongan Pantai Kijal 50250 Kuala Lumpur, Malaysia KM. 28, Jalan Kemaman-Dungun, Tel : 03 – 2161 2288/2032 2288 Paper Mill 24100 Kijal, Kemaman, Fax : 03 – 2030 6666 Tel : 03 – 3182 5000 Terengganu, Malaysia E-mail : [email protected] Fax : 03 – 3182 5100 Tel : 09 – 864 9261 Fax : 09 – 864 9260 Power Plant Tel : 03 – 3182 6800 Asiatic Land Development Sdn Bhd Fax : 03 – 3182 6900 Permaipura Sales Office Jalan Permaipura 5, 08100 Bedong, Kedah, Malaysia Tel : 04 – 452 1000/1/2 Fax : 04 – 452 1003

GENTING BERHAD ANNUAL REPORT 2002 83 l ANALYSIS OF SHAREHOLDINGS l As at 28 April 2003

Class of Shares : Ordinary shares of 50 sen each Voting Rights : One vote per share

No. of % of No. of % of Size of Holdings Shareholders Shareholders Shares Issued Capital

Less than 100 1,988 7.77 8,603 0.00 100 - 1,000 12,583 49.15 8,693,655 1.23 1,001 - 10,000 8,682 33.92 31,245,515 4.44 10,001 - 100,000 1,831 7.15 58,613,495 8.32 100,001 to less than 5% of issued shares 515 2.01 401,256,838 56.97 5% and above of issued shares 1 0.00 204,520,848 29.04 Total 25,600 100.00 704,338,954 100.00

THIRTY (30) LARGEST SECURITIES ACCOUNT HOLDERS AS PER RECORD OF DEPOSITORS (Without aggregating the securities from different securities accounts belonging to the same depositor)

No. of % of Name Shares Issued Capital

1. Kien Huat Realty Sdn Berhad 204,520,848 29.04 2. Kien Huat Realty Sdn Berhad 34,107,204 4.84 3. UOBM Nominees (Asing) Sdn Bhd 28,145,690 4.00 United Overseas Bank Nominees (Pte) Ltd for Golden Hope Limited 4. UOBM Nominees (Asing) Sdn Bhd 24,400,000 3.46 Tinehay Holdings Limited 5. Time Life Equity Sdn Bhd 11,523,996 1.64 6. Alocasia Sdn Bhd 11,298,000 1.60 7. Malaysia Nominees (Tempatan) Sendirian Berhad 9,295,038 1.32 Great Eastern Life Assurance (Malaysia) Berhad (PAR 1) 8. Cartaban Nominees (Asing) Sdn Bhd 8,300,000 1.18 SSBT Fund GB01 for Harbor International Fund 9. Datacorp Sdn Bhd 7,043,200 1.00 10. World Management Sdn Bhd 6,763,800 0.96 11. Lim Goh Tong 6,681,000 0.95 12. Eastwest Holdings Sdn Bhd 5,503,984 0.78 13. Employees Provident Fund Board 4,726,000 0.67 14. World Management Sdn Bhd 4,284,800 0.61 15. HSBC Nominees (Asing) Sdn Bhd 4,172,266 0.59 Abu Dhabi Investment Authority 16. SBBAM Nominees (Tempatan) Sdn Bhd 3,199,600 0.45 Yayasan Mohd Noah (A/C1) 17. Pertubuhan Keselamatan Sosial 3,000,000 0.43 18. HSBC Nominees (Asing) Sdn Bhd 3,000,000 0.43 Tinehay Holdings Limited (301-708509-091) 19. Citicorp Nominees (Asing) Sdn Bhd 3,000,000 0.43 CB LDN for First State Asia Pacific Fund 20. HSBC Nominees (Asing) Sdn Bhd 2,953,500 0.42 IBJ Bank & Trust Company for the Schroder Pacific Emerging Markets Fund 21. HSBC Nominees (Asing) Sdn Bhd 2,858,200 0.41 BNY Brussels for The Great Eastern Life Assurance Co. Ltd 22. HSBC Nominees (Asing) Sdn Bhd 2,729,800 0.39 HSBC BK PLC for Prudential Assurance Company Ltd 23. Cartaban Nominees (Asing) Sdn Bhd 2,700,000 0.38 Bank of Tokyo Mitsubishi New York for United Nations Joint Staff Pension Fund 24. Lim Kok Thay 2,553,000 0.36 25. Lee Kim Hua @ Lee Ah Sang 2,327,472 0.33 26. HSBC Nominees (Asing) Sdn Bhd 2,317,000 0.33 HSBC Guyerzeller for Asia Investment Corporation (B.V.I.)

84 ANNUAL REPORT 2002 GENTING BERHAD l ANALYSIS OF SHAREHOLDINGS l As at 28 April 2003 (Cont’d)

THIRTY (30) LARGEST SECURITIES ACCOUNT HOLDERS AS PER RECORD OF DEPOSITORS (Cont’d) (Without aggregating the securities from different securities accounts belonging to the same depositor) No. of % of Name Shares Issued Capital

27. HSBC Nominees (Asing) Sdn Bhd 2,280,400 0.32 Stichting Pensioenfonds Abp. 28. HSBC Nominees (Asing) Sdn Bhd 2,058,480 0.29 TNTC for Government of Singapore Investment Corporation Pte Ltd 29. Tinehay Holdings Limited 2,000,000 0.28 30. Cartaban Nominees (Asing) Sdn Bhd 1,981,000 0.28 SSBT Fund CCB6 for Liberty Newport Tiger Fund

Total 409,724,278 58.17

SUBSTANTIAL SHAREHOLDERS AS PER REGISTER OF SUBSTANTIAL SHAREHOLDERS As at 28 April 2003

No. of Shares % of % of Name Direct Interest Issued Capital Deemed Interest Issued Capital

Kien Huat Realty Sdn Berhad ("Kien Huat") 238,628,052 33.88 52,637,200^ 7.47 Parkview Management Sdn Bhd - - 291,265,252* 41.35 Inforex Sdn Bhd - - 238,628,052+ 33.88 Info-Text Sdn Bhd - - 238,628,052+ 33.88 Dataline Sdn Bhd - - 238,628,052+ 33.88 GT Realty Sdn Bhd - - 238,628,052+ 33.88

Notes: ^ Deemed interested through its subsidiaries (Alocasia Sdn Bhd, World Management Sdn Bhd, Tinehay Holdings Limited and Inverway Sdn Bhd) * Deemed interested through Kien Huat and its subsidiaries (Alocasia Sdn Bhd, World Management Sdn Bhd, Tinehay Holdings Limited and Inverway Sdn Bhd) + Deemed interested through Kien Huat.

GENTING BERHAD ANNUAL REPORT 2002 85 l ANALYSIS OF SHAREHOLDINGS l As at 28 April 2003 (Cont’d)

DIRECTORS’ SHAREHOLDINGS AS PER REGISTER OF DIRECTORS’ SHAREHOLDINGS As At 28 April 2003

INTEREST IN THE COMPANY

No. of Shares % of % of Name Direct Interest Issued Capital Deemed Interest Issued Capital

Tan Sri Lim Goh Tong 6,681,000 0.94855 - - Tun Mohammed Hanif bin Omar 200 0.00003 - - Tan Sri Lim Kok Thay 3,433,800 0.48752 11,523,996* 1.63614 Mr Quah Chek Tin 1,000 0.00014 - - Tan Sri Mohd Amin bin Osman 8,000 0.00114 - -

* Deemed interested through Time Life Equity Sdn Bhd

INTEREST IN SUBSIDIARY COMPANIES

Resorts World Bhd

No. of Shares % of % of Name Direct Interest Issued Capital Deemed Interest Issued Capital

Tun Mohammed Hanif bin Omar 1,000 0.0001 - - Tan Sri Lim Kok Thay 50,000 0.0046 - - Mr Quah Chek Tin 1,000 0.0001 - - Tan Sri Mohd Amin bin Osman 122,000 0.0112 - -

Asiatic Development Berhad

No. of Shares % of % of Name Direct Interest Issued Capital Deemed Interest Issued Capital

Tan Sri Lim Goh Tong 437,500 0.0590 - - Tan Sri Lim Kok Thay 144,000 0.0194 - - Tan Sri Mohd Amin bin Osman 164,000 0.0221 - -

Genting International PLC

No. of Shares % of % of Name Direct Interest Issued Capital Deemed Interest Issued Capital

Tan Sri Lim Goh Tong 1,832,468 0.1291 - -

AMERICAN DEPOSITORY RECEIPTS – LEVEL 1 PROGRAMME

The Company’s American Depository Receipts (“ADR”) Level 1 Programme commenced trading in the U.S. over-the-counter market on 13 August 1999. Under the ADR programme, a maximum of 21 million ordinary shares of RM0.50 each representing approximately 3% of the total issued and paid-up share capital of the Company will be traded in ADRs. Each ADR represents 5 ordinary shares of the Company. The Bank of New York as the Depository Bank has appointed Malayan Banking Berhad as its sole custodian of the shares of the Company for the ADR Programme. As at 31 March 2003, there were 36,400 ADR outstanding representing 182,000 ordinary shares of the Company which have been deposited with the sole custodian for the ADR Programme.

86 ANNUAL REPORT 2002 GENTING BERHAD GENTING BERHAD (7916-A)

Form of Proxy

(Before completing the form please refer to the notes overleaf)

“A” I/We (FULL NAME IN BLOCK CAPITALS)

of (ADDRESS)

being a member of GENTING BERHAD hereby appoint

(FULL NAME)

of (ADDRESS)

or failing him (FULL NAME)

of (ADDRESS)

or failing him, *the CHAIRMAN OF THE MEETING as *my/our first proxy to attend and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on Thursday, 26 June 2003 at 4.00 p.m. and at any adjournment thereof.

“B” Where it is desired to appoint a second proxy this section must also be completed, otherwise it should be deleted.

I/We (FULL NAME IN BLOCK CAPITALS)

of (ADDRESS)

being a member of GENTING BERHAD hereby appoint

(FULL NAME)

of (ADDRESS)

or failing him (FULL NAME)

of (ADDRESS)

or failing him, *the CHAIRMAN OF THE MEETING as *my/our second proxy to attend and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on Thursday, 26 June 2003 at 4.00 p.m. and at any adjournment thereof. The proportions of my/our holding to be represented by my/our proxies are as follows :

First Proxy “A” % Second Proxy “B” % 100%

In case of a vote taken by a show of hands *First Proxy “A”/ Second Proxy “B” shall vote on my/our behalf.

My/our proxies shall vote as follows:-

ORDINARY RESOLUTION First Proxy “A” Second Proxy “B”

For Against For Against

To receive and adopt the Audited Resolution 1 Financial Statements

To sanction the declaration of a final dividend Resolution 2

To approve Directors’ fees Resolution 3

To re-elect the following Directors:

Tun Mohammed Hanif bin Omar Resolution 4

Dato’ Paduka Nik Hashim bin Nik Yusoff Resolution 5

Dr R. Thillainathan Resolution 6

To re-appoint the following Directors in accordance with Section 129 of the Companies Act, 1965

Tan Sri Lim Goh Tong Resolution 7

Tan Sri Mohd Amin bin Osman Resolution 8

Tan Sri (Dr.) Gunn Chit Tuan Resolution 9

To re-appoint Auditors Resolution 10

(Please indicate with an “X” in the spaces provided how you wish your votes to be cast. If you do not do so, the proxy/proxies will vote or abstain from voting at his/their discretion.)

Signed this day of 2003

No. of Shares held

Signature of Member * Delete if inapplicable

NOTES

A member entitled to attend and vote at this meeting is entitled to appoint a proxy or proxies (but not more than two) to attend and vote instead of him. A proxy need not be a member of the Company but in accordance with Section 149 of the Companies Act, 1965, a member shall not be entitled to appoint a person who is not a member of the Company as his proxy unless that person is an advocate, an approved company auditor or a person approved by the Registrar of Companies in a particular case. Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportions of his holding to be represented by each proxy. The instrument appointing a proxy must be deposited at the Registered Office of the Company not less than 48 hours before the time set for holding the meeting or at any adjournment thereof.

In the case of a corporation, this form must be either under seal or signed by a duly authorised officer or attorney.